Annual Report Fy 22 23

Annual Report
2022-23
Trust. Value. Velocity
Decomplex Innovation
to Build a Sustainable Future
Contents
About Mastek 2
Who We Are 4
Our Service Offerings 8
Key Industry Verticals 12
The Year in Review 14

Key Performance Indicators 16
Chairman's Message 18
CEO’s Message 20
8
Key Strategic Initiatives 22
pg Major Wins 24
Awards and Accolades 26
Our Service Offerings
Alliances 28
A Better Future through

Value Creation 30
How We Operate 32
Operating Context 34
Strategy 36
22
Innovation 38
pg
Towards Long-term
Key Strategic Initiatives
Sustainable Impact 42
Environment 44
People 46
Community 50
Governance 52
28
Board of Directors 54
pg Management Team 56
Risk Management 58
Alliances
Statutory Reports 62
Management Discussion and Analysis 64
Directors’ Report 76
Corporate Governance Report 111
Business Responsibility and
Sustainability Report 147
Financial Statements 166

Standalone Financial Statements 166
Consolidated Financial Statements 234
Shareholder Information 309

Notice of41st Annual General Meeting 309
Frequently Asked Questions (FAQ’s) 325
pg 46 Corporate Information
Office Locations of Mastek Group Entities
332
334
People
Decomplex Innovation
to Build a Sustainable Future
At Mastek, our expert teams leverage our We are deeply committed to shaping a future that
extensive digital and cloud capabilities to help is inclusive and beneficial to all. Alongside our
our clients tackle intricate business challenges. focus on diversity and strong governance, we have
prioritised advancing towards carbon neutrality.
Through Mastek 4.0, we are not only
transforming ourselves into self-managed, Our Company’s adherence to SASB benchmarking
self-driven teams but are also aiming to further demonstrates our dedication to
streamline the traditional organisational Environmental, Social, and Governance
structure through efficient and flexible (ESG) principles.
technologies. Our innovative solutions help us
establish long-term, trustworthy partnerships The Mastek Foundation's mission is to promote
and drive tangible business outcomes tailored informed philanthropy among corporate
to specific industries, thereby creating professionals and encourage responsible support
sustainable value for all stakeholders. Our among non-profit organisations that work towards
quest is to make ‘Decomplex Digital’ with Trust, community development and the upliftment of
Value, and Velocity for all our customers, and underprivileged individuals.
accelerate growth through accessible digital
transformations.
Key Highlights of FY23
112
Added new clients across regions,
17.4%
YoY revenue growth
INR 1,794 crores
Order backlog increased by 22.1%
verticals, and service offerings
Acquired Meta Soft Tech Solutions, a

Salesforce-focused consulting and system
integration partner
Strategic partnership with Netail to bring

AI-led digital transformation to the retail and
consumer industry
Strategic Investment in Volteo Edge, an

Intelligence SaaS company in the Connected Enterprise
Space and ServiceNow ecosystem
Part of the 2022 Dow Jones Sustainability

Recognised in ISG’s Booming 15 Indices (DJSI); recognised as a global
(Americas) sustainability leader
About
TM
For over 40 years, we have been committed

to delivering business value to customers and
have gained success through our culture of
innovation, entrepreneurship, and teamwork.
By leveraging the expertise of our people

across 40+ countries and our Value-Based
Delivery (VBD) with an industry-first approach,
we are committed to 'Decomplex Digital' for all
stakeholders with Trust, Value, and Velocity.
Our Collective Vision and Goals
Be at USD 1 billion Top 3 in Growth Benchmark for Best

in the 2nd half of among mid-cap IT Places to Work and
the decade Services Customer Delight
We Are Accelerating Growth Through
Strategic investments, Business outcomes

partnerships, and and value for clients
alliances to complement
our capabilities in data,
cloud, and AI
Innovative platform-led Digital Talent—Mastek

non-linear growth 4.0, the future of the
workforce
Implementing ESG
including building a
sustainable future
for all stakeholders
Mastek Limited
4 Annual Report 2022-23
Who We Are
Growing with Trust,

Value, and Velocity
We are a trusted and turnkey Digital Engineering and
Cloud Transformation partner delivering mission-critical
projects for our global clients. Our differentiated talent
and delivery model deliver customer delight through
focused business outcomes.
Mastek gives priority to building an ecosystem of

value creation through strategic alliances and growth
partnerships. Clients trust us to deliver business value,
whereas our employees trust us to deliver career
value. Mastek is uniquely positioned to be the business
solutions partner of choice, as we collaborate with our
clients to decomplex digital.
Purpose
Help our clients save lives, protect citizens

and transform business models with long-term
partnerships.
Mission
Decomplex digital and delivering sustainable

outcomes for all our stakeholders with trust,
value, and velocity.
Values
Passionate Accountable Collaborative
Transparent Sustainable
Corporate Statutory Financial Shareholder
About Mastek Overview Reports Statements Information 5
What Drives Us
Trust Value Velocity

Our customers trust us to solve We focus on what matters most With the early adoption of
their complex problems and do to our clients. Our methodology disruptive technologies and partner
what is best for them, while demonstrates the transparency of platforms, we deliver rapid ROI to
our employees trust us to put business impact, while our active our customers, and we provide our
them on the fastest path to sponsorship and conscious advocacy employees across all levels diverse
their success. for social development programmes opportunities that help fast-track
help build societal value. their careers.
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Cloud Enhanced (Managed) Services (CES)

We provide support and enhancements to manage the underlying cloud platforms and
leverage accelerators to deliver continuous improvement through actionable insights.
Oracle Salesforce Digital Commerce

managed services managed services managed services managed services
Mastek Limited
Who We Are
Our Presence
Key Facts
5,622
Employees
40+
Countries where
500+
Active customers, 1,000+
6.0+
C-SAT Index out
Mastek serves cloud implementations of 7.0
Certified
1,500+
Customer served
USD 318.1
Operating revenue
million
Âll figures relate to FY23

FY23 Revenue Distribution by Geography
62%
UK and Europe
24%
US
9%
Middle East (ME)
5%
Rest of the World (RoW)
Global Coverage
Offices Customers
Reading, UK Mumbai, IN Egypt UK Malaysia Luxembourg Jordan
Leeds, UK Ahmedabad, IN Kuwait USA Singapore Maldives Korea
Harrow, UK Pune, IN UAE KSA Denmark New Zealand Japan
Chippenham, UK Chennai, IN Qatar Australia Finland Switzerland Ireland
Chicago, US Gurugram, IN Riyadh UAE Oman Uganda Indonesia
Dallas, US Noida, IN Netherlands Kuwait India
Woburn, US Australia Philippines Canada Vietnam
Ontario, CA Singapore France Germany Cambodia
Netherlands, EU Malaysia Qatar Morocco Bangladesh
Romania, EU Bahrain Bahrain Sri Lanka Egypt
Note: Map not to scale

Mastek Limited
Accelerating
Digital Transformation
As a trusted digital transformation leader, we are consistent in our
efforts to create pioneering strategies and solutions that help our
clients attain a competitive edge in the dynamic digital landscape.
Digital and Application

Engineering
With our Glide 4.0 framework, we accelerate the digital
journey of enterprises through our innovative digital
application and cloud engineering services.
We achieve this by building efficient API ecosystems,

modernising legacy systems with new-age digital technology
platforms using microservices, migrating to cloud platforms,
cloud-native development, and assuring successful
delivery, following an integrated quality engineering and
DevSecOps approach.
Offerings
• Platform development
• Cloud development–Hyperscalers
• Cloud migration
• Microservices/Low code
• IPaaS
• DevOps
• APIs
Key Alliances
Oracle Cloud and Enterprise

Apps
We specialise in providing high-quality, future-proof,
Oracle cloud solutions and services, including consultancy,
implementation, and long-term support.
With over 1,550 Oracle application customers and 2,500+

consultants, Mastek is one of the fastest-growing Oracle
Cloud partners. We were recognised as a niche player
in the 2022 Gartner Magic Quadrant for Oracle Cloud
Application Services for the fourth year in a row.
Offerings
• Enterprise Resource Planning (ERP)

• Customer Relationship Management (CRM)/CX
• Supply Chain Management (SCM)
• Human Capital Management (HCM)
• Industry cloud
• Oracle-managed services
• Salesforce-managed services
• Digital-managed services
• Commerce-managed services
Key Alliances
Mastek Limited
Salesforce and
Digital Commerce
Our expertise in retail CPG and in-depth knowledge of
digital strategy, consulting, brand review and competitor
analysis gives us the necessary resources to help design
e-commerce for our clients.
Our services draw from various platforms such as Oracle

CX Commerce, Salesforce Commerce, Adobe Magento
and composable commerce technologies based on MACH
(Microservices, API First, Cloud Native, Headless).
Offerings
• Commerce
• Experience platform
• Search and intelligent
recommendation
• Modern UI/UX
Key Alliances
Data, Automation
and AI
With our Glide 4.0 framework, we accelerate the digital
journey of enterprises through our innovative digital
application and cloud engineering services.
We achieve this by building efficient API ecosystems,

modernising legacy systems with new-age digital technology
platforms using microservices, migrating to cloud platforms,
cloud-native development, and assuring successful
delivery, following an integrated quality engineering and
DevSecOps approach.
Offerings
• Data warehousing, Extract,

Transform and Load
(ETL), Reporting
• Datalakes, Cloud data warehouse
• Data virtualisation
• Analytics/Machine Learning (ML)
• Hyperautomation
Key Alliances
Revenue Distribution by
Service Offerings in FY23
7
(% of revenue)
18
DIGITAL AND APPLICATION ENGINEERING
43
ORACLE CLOUD AND ENTERPRISE APPS
DIGITAL COMMERCE AND EXPERIENCE

32
DATA, AUTOMATION AND AI
Mastek Limited
Key Industry Verticals
A Vertical Approach to Growth

Our extensive experience in key industries gives us the capability and expertise to
deliver differentiated solutions and value-based outcomes. By channelling our specialised
knowledge and adopting a focused approach, we create value for all our stakeholders.
Health and Life Sciences

For over 20 years, Mastek has been working in the healthcare industry. This sector is worth
a staggering USD 10 trillion globally and is up to date with the latest technology.
Our multifaceted capabilities, across patient experience, back office and middle office,
enables us to aid companies in their digital transformation journey. Having served 60+
Oracle Life Sciences clients worldwide—from services providers to hospitals to developers to
manufacturer — We are currently focusing our efforts on expanding in North America.
Government and Education

We have a long-standing relationship with the UK Public Sector, working on framework deals
to drive digital transformation. There is great potential in many of the larger government
entities, resulting in an estimated GBP 13 billion market.
Furthermore, digital expansion is outstripping growth in the overall market. We are an

expert in Oracle Cloud Services and have extensive experience with our proven Oracle
Cloud Public Sector tool kit, developed in collaboration with public sector organisations and
founded upon a unique level of Oracle Cloud implementation experience. During FY23, we
have had several major wins in the government and education sectors globally.
Retail & Consumer

Mastek helps retailers transform their technology by giving them a 360-degree view
of consumers and serving them across the entire purchase process, using retail supply
management and retail consulting.
Globally, Mastek is a ‘Partner of Choice’ for consumer-packaged goods (CPG) enterprises.

We implement the best cloud strategy to make retailers efficient, cost-effective, and
agile, while providing them with analytic capabilities to benefit from in-depth insights
once cloud migration is complete. During FY23, our major wins involved services such as
global solutions for workforce efficiency, managed services for higher business value, cloud
migration and data modelling, BI and reporting, among others.
Manufacturing and Technology

We employ Oracle Cloud, Artificial Intelligence (AI), Internet of Things (IoT) and Data
Analytics to enable global manufacturers
to automate and scale their operations.
Our tailored solutions help lower the risk of business, while data-based analysis is used on
all levels. Our clients benefit from improved customer experiences and the ability to adapt
to reduced demands with lean manufacturing processes. Oracle Manufacturing Cloud helps
transform any issues into opportunities for success, which Mastek then further enhances
by providing digital and cloud transformations through product ideation, execution and
maintenance services along with ML & AI-driven product support.
Financial Services
Mastek’s finance software solutions provide financial services companies with the secure
tools to innovate and execute effective digital strategies.
Our strong history in vehicle leasing, particularly due to the increasing demand for electric
cars, has allowed us to develop our skills and collaborate with several platforms. Moreover,
we have a network of customers in the mortgage industry. Through cross-vertical solutions,
we use our fraud detection experience gained from working with NHS UK across the
financial sector. In the past year, we have landed key deals for modernising legacy systems
and delivering managed services.
FY23 Revenue Distribution by Industry Segments

(% of revenue) 127
GOVERNMENT AND EDUCATION 18

15 42
HEALTH AND LIFE SCIENCES 43
RETAIL/CONSUMER
15
MANUFACTURING AND TECHNOLOGY 32
16
FINANCIAL SERVICES
The Year
in Review
Despite the prevailing macroeconomic
uncertainty, our pipeline and order backlog
witnessed a steady expansion in various
markets. Additionally, the efforts made
in account mining have yielded positive
outcomes. In FY23, we made two strategic
investments that resulted in a balanced
combination of capabilities and resources.
Our Strategic Investments
Acquisition of Investment in
MST Solutions VolteoEdge
Advancing Our Journey Towards

Vision 2025
Acquisition of MST Solutions

Our acquisition of MST Solutions enhanced our
value as the company’s proficiency and extensive
capabilities in the Salesforce Customer 360
domain augmented our existing presence in the
Oracle Cloud Space.
Investment in VolteoEdge
Additionally, our investment in VolteoEdge serves as
a significant gateway into the expanding ServiceNow
ecosystem, particularly in the areas of customer
support and field service.
Mastek Limited
Key Performance Indicators
Creating Consistent Value

Profit and Loss Metrics
Total Income EBITDA
(INR in million) (INR in million)
25.2% (5-year CAGR) 33.3% (5-year CAGR)
26,017 4,986 4,941

22,199
3,924
17,498
10,580 11,128 1,967

1,563
FY19 FY20 FY21 FY22 FY23 FY19 FY20 FY21 FY22 FY23
Net Profit EPS (Basic)

(INR in million) (INR)
32.2% (5-year CAGR) 22.9% (5-year CAGR)
3,334 106.5
3,103 97.2
2,517 84.9
45.2
1,138 42.6
1,015
Dividend Per Share

(INR)
33.4% (5-year CAGR)
19.00 19.00
14.50
8.00
6.00
FY19 FY20 FY21 FY22 FY23

The Year in Review Overview Reports Statements Information 17
Balance Sheet Metrics Operational Metrics

Net Worth Total Employees
(INR in million) (No.)
25.5% (5-year CAGR)
17,745 5,622
4,977
12,217 3,792
10,406 3,404
9,275
7,164 2,058
Market Capitalisation CSR Spend

(INR in million) (INR in million)
39.1% (5-year CAGR)
99,714 30.00
28.7
22.60
47,039
14.80
30,775
9.10
12,569
4,609
Return on Equity
(%)
10.9% (5-year CAGR)
29.5
25.6
20.7
13.7 14.6
FY19 FY20 FY21 FY22 FY23

Mastek Limited
Chairman's Message
Driving Digital
Innovation.
With Trust. Value. Velocity.
Dear Stakeholders,
The worldwide economy encountered numerous challenges

during the year, including increasing geopolitical tensions,
stagnating growth, and turbulent financial markets.
Despite the unwinding of supply chain disruptions, the year
observed the adverse impact of the Russia-Ukraine conflict.
This led to continued higher levels of inflation, leading to With the Mastek 4.0 culture, we empower
rising costs of food, commodities, and energy. However,
all Mastekeers to make the right business
India showcased remarkable resilience in the face of global
uncertainties, setting itself apart from numerous advanced decisions to foster long-term relationships and
economies. The country maintained a strong performance help clients achieve their business goals.
in FY23 across all sectors, primarily due to robust domestic
demand and a supportive policy environment.
We observed growth in our average deal sizes, driven by our
participation in multi-million and multi-year dollar deals.
In the midst of rapid digital transformation across various
This success can be attributed to our comprehensive and
industries, leaders, and decision-makers are confronted
integrated solutions, which include leveraging Oracle Cloud
with a strategic dilemma: how to navigate and succeed in
and Mastek digital services. We have remained steadfast in
an ever-evolving and unpredictable business landscape.
our commitment to enhance shareholder value.
Technology continues to fuel innovation across various
industries, driving businesses to brainstorm, think Trust
creatively, and embrace innovation to grow, stay relevant, Our goal is to help our clients save lives, protect citizens
and differentiate themselves from competitors. and transform business models through long-term
partnerships. For us, this means focusing on the results for
In today’s world, some of the trending technologies include our customers throughout the collaboration journey. We are
cloud technology, Artificial Intelligence, Augmented Reality proud to have built a strong foundation of trust through our
(AR), and Virtual Reality (VR) technology, as well as Green diligent efforts to deliver consistent results. With the Mastek
Technology. With our strong brand reputation, expanding 4.0 culture, we empower all Mastekeers to make the right
customer base, and cutting-edge technologies, we have business decisions to foster long-term relationships and help
successfully maintained our position as a leading global clients achieve their business goals.
digital transformation Company.
Mastekeers trust us to find the fastest path to their success
We enable customer success and decomplex digital by with remarkable career growth. Our Mastek 4.0 culture
partnering with enterprises to unlock the power of data, creates a new-age organisation where people across Mastek
modernise applications to the cloud, and accelerate digital are organised as self-managed teams, rather than in a
advantage for all stakeholders. command and control-based hierarchical structure.
Through the past year, we have diligently worked on We are a ‘Great Place to Work’ certified organisation where
building a Company that is increasingly agile, resilient, and employees get nurtured to ensure their well-being, training
well-prepared for the future. Our strengths lie in superior to upskill, reskill, and cross-skill, and above all, contribute
execution and consistently meeting our client commitments, to making decisions concerning their quality of work and
and we remain fully committed to maintaining an life. Mastek fosters a people-first culture that empowers
unwavering focus on this crucial aspect of our business. Mastek employees to unlock their true potential.
Value
We have a strong focus on innovation and are constantly
developing new solutions that can help customers
improve their operations. During the year, we announced
a strategic partnership with Netail. Netail is a new-age
and AI-led retail software solutions partner, and this
partnership will help e-commerce and omnichannel
retailers with the transformation. Our determination from
the partnership is to expand, enhance the capabilities
and impact of the combined company. We specifically
look forward to building and continuously developing a
wider portfolio of digital services, which deliver added
value providing our clients with a ‘digital client for With a global presence and a large pool of
life’ experience.
resources, we deliver digital transformation
For us delivering measurable value to accelerate the at speed with the right-sized solutions built
maximum realisation of ROI for our customers is of utmost by the right-sized teams.
importance. Our Value-Based Delivery (VBD) framework
takes from this philosophy to not look at transformation growth through front-to-back office digital transformation
merely as a one-time activity, but rather as a process of capabilities. We have already embarked on the journey
re-invention and innovation. Established in 2022 as the into Generative AI, as we view AI not as an embedded
strategic investment arm of Mastek Limited, through technology, but as a driver of efficiency.
Mastek Ventures we invest in early to mid-stage companies
building innovative enterprise solutions while aligning We want to consistently be in the Top 3 in growth among
with our corporate growth strategies, boosting account mid-cap IT services and achieve USD 1 billion in the
enablement, and exploring new revenue streams. second half of this decade. We intend to build a strong and
profitable company now and in the future by connecting our
In line with our Vision, we acquired MST Solutions, a portfolio, customers, and sustainability. We continue to stay
Summit level Salesforce Consulting partner with a strong invested in enhancing our service offerings with the latest
presence in the Americas and marquee Fortune 1000 technology expertise, quintessential for customer success.
clients. Acquisition of MST Solutions further enhances
our integrated offerings across Digital Experience Today, technology is playing an increasingly important role
and transformation and strengthens our presence in in our day-to-day lives. That means we have a responsibility
North America. to act in ways that benefit people and the environment.
We are proud of the progress we have made on our ESG
Velocity initiatives and achievements like getting listed in Dow Jones
Sustainability Indices but remain steadfast in our mission to
Today’s world speed of change is phenomenal. With a
do more.
global presence and a large pool of resources, we deliver
digital transformation at speed with the right-sized
I am pleased to inform you that Mr. Suresh Vaswani,
solutions built by the right-sized teams. Our approach to
Independent Director and Mr. Umang Nahata, New
project delivery is centred around accelerated innovation,
Shareholders’ Nominee Director (Non-Executive) have joined
agile methodologies, and customer-centricity. Our delivery
the Board of the Company. I would also like to state that
model helps clients achieve faster time-to-market,
Mr. S. Sandilya, Mr. Atul Kanagat and Ms. Priti Rao requested
increased efficiency, and improved customer experience.
to be relieved from the board and the board accepted their
request. The Board express their sincere gratitude for the
Our non-linear platforms provide an ecosystem for
invaluable contributions made by them during their tenure
start-ups to scale up their solutions using our technological
of more than a decade. I have relinquished the role of
and domain expertise. These solutions become bolt-on
Managing Director effective March 31, 2023 and assumed the
seed candidates for broader digital business ventures
role of Chairman (Non-executive) effective April 1, 2023.
and are refined to create maximum impact. These point
solutions make us further agile and improve our velocity to
I thank the Board for its guidance and express my heartfelt
deliver on customer expectations.
appreciation to our shareholders for their continued
belief in our abilities and unwavering support for all
Looking Forward our endeavours.
We are now an enterprise-wide business transformation
partner for our clients with our emphasis on expanding Regards,
partnerships with Oracle and Salesforce will drive Ashank Desai
Mastek Limited
CEO’s Message
Decomplex
Innovation to
Build a Sustainable
Future
Dear Stakeholders,
In today’s dynamic business landscape, organisations are

in search of strategic partners who can not only enhance
agility and efficiency but also uncover new avenues for
reimagining business models and generating revenue
streams. Mastek possesses the essential diversity in scale
and digital capabilities necessary to disrupt the status quo
As a dedicated partner committed to building
and lead transformative initiatives.
and sustaining critical systems that create
Technology-led Innovation lasting value, we bring our extensive domain
Remains a Toppriority expertise, innovative assets, and platform-
During times when macro environment remains uncertain, driven approach to serve our clients.
we see differing priorities based on industries and
markets. For example, government in the UK or healthcare sustainable business solutions, leveraging technological
sector in the US may strive for productivity improvement advancements such as AI aligned to customer priorities.
in the near-term v/s markets such as middle east are
accelerating investments to create new revenue streams. We remain focused on new ways to harness the power of
Irrespective, companies continue to leverage data and technology, partnerships, investments, and policy to drive
cloud technologies to differentiate and stay relevant. tangible impact for all stakeholders. As a dedicated partner
This imperative extends beyond internal operations committed to building and sustaining critical systems
and encompasses digital collaboration with customers that create lasting value, we bring our extensive domain
and partners. expertise, innovative assets, and platform-driven approach
to serve our clients.
At Mastek, we view digital transformation as a catalyst to
streamline business processes, and decomplex innovation.
Central to this transformation is the integration of Driven by Purpose
We are driven by our higher purpose of helping our clients
save lives, protect citizens, and transform business models
across a variety of industries and continents thus enabling
success for our customers, Mastekeers (employees) and
societies we live in. Through trusted, enduring partnerships,
we uphold our commitment of delivering business outcomes,
thereby generating sustainable value for all our stakeholders
with velocity, whether it is digitizing legal immigration
systems for the UK government or automating business
processes for healthcare clients to provide timely patient
home care in the United States. Our unwavering dedication
to providing industry-specific digital solutions has played a
pivotal role in elevating the overall customer experience
we deliver.
Our acquisition of MST Solutions integrated within the
17.8%
FY23 EBITDA margin
Mastek family as our Salesforce business, along with our
deep Oracle Cloud capabilities and digital delivery DNA, is a
powerful combination to drive front-to-back-office business
transformation for clients. Mastek continues to successfully At Mastek, our work environment allows each individual to
execute programmes of utmost significance in collaboration be their authentic selves, providing the autonomy to create,
with the clients and partners across the value chain of and innovate. Our people are driving the culture of change
Customer 360, finance, supply chain, HCM, addressing for our Company from within and for our customers. Our
the objectives of multiple CXO stakeholders in Public employee experience focus led to a reduction in attrition by
Sector, Healthcare & Life Sciences, Manufacturing/Tech, 700 basis points year on year.
Financial Services, and Retail/Consumer segments. We are
uniquely positioned to be the digital engineering and cloud To further reinforce our strategy, we are placing significant
transformation trusted partner of choice for our clients. emphasis on client account mining especially in our Top 30
accounts globally. We welcomed two strong executives in
Strategic Growth Priorities Q4 FY23, America's President and Chief Operating Officer
aligned with our priorities. Our bets on certain industries,
We have set ambitious goals to drive accelerated growth
like healthcare in the United States, public sector in the UK
in the next three to four years. While we are behind on
and Australia, or manufacturing in Europe, continues to be
timelines, our aspiration to become a USD 1 billion Company
paying off. We are bullish on our Middle East business and
in the second half of the decade is unchanged while setting
our acquisition of MST Solutions (Salesforce business), which
new benchmarks for customer delight and attractive places
was completed last year, has exceeded our expectations.
to work. We have outlined our strategic priorities and
Our continued focus on Oracle Cloud and Cerner surround
approach to value creation later in this report. We continue
services will position us well, as Oracle is prioritising
to see significant untapped potential in Americas through
Healthcare growth. All this would not be possible without
account mining and larger deals, scaling further in the
our passionate Mastekeers who have delivered on the
UK public sector including central and city councils, and
promise to be customer centric.
growing our market share leadership in Middle East with
our differentiated services.
Our Commitment to the Planet
Our investments in innovation and data are yielding results and Collective Future
demonstrated by recent wins in Non-linear platform growth ESG forms a fundamental pillar of our strategic agenda,
and AI pilots with strategic clients. We see continued growth and we are deeply committed to taking meaningful
in our Oracle cloud and Salesforce service lines, but also actions towards addressing climate change and energy
pleased to share good progress with our AWS, ServiceNow, transition. This focus extends beyond minimising our own
Snowflake and Microsoft partnership expansion globally. environmental footprint, as we actively collaborate with
Our niche partnerships with Netail.ai and Volteo Edge are our clients to support their sustainability goals. We are
showing promise in retail and manufacturing segments. committed to corporate governance best practices and
We will continue to invest in two specific areas have policies that serve the long-term interests of Mastek and
exponential potential and help our clients decomplex its stakeholders.
innovation: a) cloud economics that includes platform
investment monetisation and optimising consumption costs; Our inclusion in the 2022 Dow Jones Sustainability Indices
b) data cloud and lakes that sets the foundation for higher (DJSI) further reinforces our commitment to corporate
impact AI driven uses cases with large language models. sustainability and aligns with actions in our ESG roadmap
In line with our M&A thesis, we have recently acquired which includes accelerating our transition to a low carbon
Biz Analytica, a data cloud and modernisation specialist economy. Our CSR mission is ‘Informed Giving; Responsible
with deep expertise in Snowflake, Databricks and AWS Receiving’ with aspiration to touch a million lives by FY26,
data cloud. and strong social value returns in each geography we
operate in.
Performance Powered by People We are thankful to our Board of Directors for their guidance,
Mastek delivered steady all-round performance in FY23 investors for placing their trust in us, our customers,
demonstrated by strong year-on-year growth in 12 months partners, advisors for their unwavering support. I am
order backlog while maintaining operational rigour to deliver personally grateful to our Mastekeers who have continued
EBITDA margin of 17.8% for the year. We continued to to deliver excellence for our clients. In conclusion, Mastek
bolster our business with record-breaking delivery go-lives, is strategically positioned with a wide geographic presence,
new business wins, expansion of our leadership bandwidth, a diverse clientele, relevant digital and cloud offerings, and
industry-wide recognitions & awards and stronger dividend a resilient team, enabling us to navigate uncertain times
returns to our stakeholders. Over the last year, we are effectively to decomplex innovation and build a sustainable
proud of fundamental bold changes we have implemented future for all our stakeholders.
to build a robust foundation to scale, including recruiting,
service offerings and capabilities, delivery tools, marketing,
account mining, partnerships, and, most importantly, Regards,
digital talent. Hiral Chandrana
Mastek Limited
Key Strategic Initiatives
Strategy to Boost
Our Innovation Efforts
Acquisition of MST: An Impetus to Growth in America
We are another step closer to fulfilling our plans for rapid
expansions with MST Solutions joining the Mastek family. Key Rationale
MST Solutions is a Salesforce Summit Level Consulting
• Salesforce adoption and market are witnessing rapid
Partner with a focus on Healthcare, Manufacturing/Tech,
growth globally
and State and Local Government in the Americas. They
have nearly 325 members across centres in Arizona, US, and − Salesforce as an ecosystem will create 9 million
offshore centres in Chennai and Tiruchirappalli in India. jobs by 2026
MST Solutions is aligned with Mastek’s vision and adheres − Salesforce aims for 2.5x growth in Salesforce
to a similar work culture and values. Like us, they believe consultants, from the current 200,000 to 500,000
in empowering their people. They have an impressive by 2026
track record of serving Fortune 1000 companies and enjoy
− Total Addressable Market for Salesforce is USD
a strong reputation in the Healthcare and Public Sector
248 billion, of which they aim to hit USD 50 billion
industry verticals.
by 2026
• Good strategic and cultural fit supporting Mastek’s
USD 50
Addressable market for
billion strategic vision of USD 1 billion and bolstering
growth with HLS presence and F1000 clients
Salesforce by 2026 • Strengthen Mastek’s presence mainly in the

Healthcare and Public Sectors in the US
• Support enhanced geographic diversification of the
revenue stream
• Strong alignment with the US industry and account
mining strategy
Strategic Investment in VolteoEdge

Mastek made a strategic investment in VolteoEdge,
a SaaS company with an enterprise-ready Edge Key Rationale
Intelligence Platform that enables secure IoT • The investment will accelerate Mastek’s
workflows and smarter business workflows. The ability to penetrate the emerging connected
investment demonstrates our commitment to harness enterprise market
the benefits of Data, AI, and IoT technologies and
• VolteoEdge investment gives entry into the
empower customers in a Connected Economy.
ServiceNow ecosystem, a fast-growing one,
particularly when it comes to customer
USD 200
service and field service (Addressable Market
billion -USD 200 billion in FY24, and 50% shift to
Addressable market of ServiceNow in FY24 Customer and Creator workflows)
• The global Edge Computing Market is expected
to grow from USD 45 billion in FY22 to over
USD 100 billion

Global Edge Computing Market in FY27
USD 100 billion by FY27 at a CAGR of ~17%
• Demand for Edge Computing is driven by a rise
in the count of use cases requiring low-latency
processing, use of big data, growing adoption
USD ~3
of AI, IoT, and smart devices
trillion • Demand will be further augmented by
Connected enterprise market the Connected Enterprise market which is
over the next 5-7 years expected to reach ~USD 3 trillion over the
next 5-7 years
Mastek Limited
Major Wins
Continuing on the Road to Success

Mastek saw some major wins in the year that reinforced our prominent
position in the industry and set us apart from the other players.
Durham University
Durham University, a prominent UK educational institution, has partnered
with Mastek to embark on its Oracle Cloud transformation initiative.
Mastek will assist in implementing an agile system that enhances the

university's ability to manage cost centres, general ledger, analysis codes,
automatic posting rules, control systems, reporting, and the development
of analytical and digital skills among its personnel. This collaboration will
empower the university to optimise its user experience through streamlined
digitisation, leading to enhanced efficiency and improved capabilities in
budget planning and forecasting.
The Alternative Parcels Company

Mastek collaborated with the Alternative Parcels Company (APC) to
introduce Oracle Cloud Solutions. The primary objective was to enhance
efficiency by streamlining and integrating diverse products and platforms
within the client's internal departments. Previously, the client relied on
disparate systems for HR, Finance, Procurement, and Sales functions,
resulting in inefficiencies, delays, and decision-making challenges. Mastek
successfully implemented Oracle Cloud-based solutions, including ERP,
EPM, SCM, HCM, and UK Payroll.
The implemented solution has provided the client with a unified back-
end operation characterised by efficient process workflows, enhanced
compliance and regulatory adherence, and an improved user experience
for their employees. Additionally, Mastek's Value-Based Analytics (VBA)
dashboard plays a crucial role, offering the executive and leadership team
a comprehensive overview of data and insights.
King Faisal Specialist Hospital

& Research Centre
Mastek joins forces with King Faisal Specialist Hospital & Research Centre
(KFSH&RC) to drive healthcare transformation. This partnership establishes
Mastek as the inaugural implementation partner of its kind in the Kingdom
of Saudi Arabia (KSA) region. As part of the collaboration, Mastek
successfully deploys Oracle Hyperion Profitability and Cost Management,
enabling the client to standardise costing methodology, streamline
decision-making processes for improved healthcare service planning, and
facilitate uniform reporting across all facilities.
Dulsco
Mastek entered a new business partnership with Dulsco, a company specialising
in people and environmental solutions. The objective of this collaboration is
to digitally transform Dulsco's Finance, Enterprise Performance Management
(EPM), Supply Chain, Customer Experience, Transportation, and Human Capital
Management (HCM) functions through the implementation of an integrated
cloud platform. Mastek will integrate Dulsco's disparate systems with a
top-tier staffing and ERP solution, bringing exceptional resilience to its
extensive customer base. By digitally simplifying Dulsco's back-office
operations, Mastek aims to provide sharper business insights, improved
productivity, and enhanced operational efficiency. Furthermore, through its
'Glide' framework, we will empower Dulsco with complete autonomy to drive
self-growth by leveraging up-to-date versions of Oracle Cloud resources.
FLEXcon
FLEXcon aims to achieve three-fold business growth with Mastek. Its legacy
environment poses some inefficiencies that increase the related costs.
Trusting our industry expertise and knowledge of its business objectives,
FLEXcon partnered with us for the implementation of Oracle ERP, SCM,
EPM, CX, Procurement and 29 other modules. FLEXcon will include the
element of mobility in its supply chain management operations with the
Mastek Warehouse 360 solution.
Home Office
Mastek has won a multi-year contract to deliver Integration services for the
Home Office Migration and Borders Portfolio’s Future Borders and Immigration
Services (FBIS) programme.
FBIS builds on the technology platform used for EU Exit to deliver a

points-based immigration service. The system architecture hinges on
routes through the immigration process and several cross-cutting technical
capabilities, including integration. As part of the FBIS programme, our
FBIS Integration Layer (FIL) Team will deliver, maintain and support agreed
integration components. This is a new programme entrance for Mastek and
this win will be a significant contributing factor in delivering to our SGS Vision
2025 strategy components of end-to-end integration services, biometrics and
borders. This contract has been tendered under CCS’s flagship framework
Technology Services 3. We are taking over from the incumbent BJSS,
transitioning the service to Mastek and subsequently operating and delivering
the service going forward.
Mastek Limited
Awards and Accolades
Bestowed
with Honours ISG
Our work has consistently garnered recognition • Recognised as ‘Product Challenger’ by

ISG — Oracle Ecosystem 2022
and continues to do so on multiple fronts.
• Won the ISG Digital Case Study Awards
2022 for Healthcare & Life Sciences
• Recognised in ISG’s Booming 15
— Americas
SASB
Attained accreditation of ‘Sustainability

Accounting Standards Board’ (SASB) to
benchmark its Environmental, Social, and
Governance (ESG) reporting.
Fortune India Next 500
Ranked 36 on the prestigious list of

Fortune India’s Next 500 for 2022.
Gartner
Evosys, a Mastek Company, for the 4th ET

year in a row, was recognised in the 2022
Gartner Magic Quadrant for Oracle Cloud Featured in ‘Economic Times
Applications Services, Worldwide. Future-Ready Organizations 2022-23’ list.
Dow Jones Sustainability Indices
Named in 2022 Dow Jones Sustainability

Indices (DJSI) recognising among global
sustainability leaders through the
S&P Global Corporate Sustainability
Assessment (CSA).
GPTW Certification
Certified ‘Great Place to Work’ in

India and the UK with high ratings on
multiple parameters
Lifetime Achievement Award
Ashank Desai, Non-executive Chairman

of Mastek and cofounder of NASSCOM,
was awarded the Dataquest ‘Lifetime
Achievement Award’ at the 29th edition
Constellation of the prestigious ICT Business Awards,
for his outstanding contribution to the
Recognised in the latest Constellation IT industry.
ShortList™ for Digital Transformation
Services (DTX).
Inspiring CEO Award
Hiral Chandrana, Global CEO – Mastek

Group, has been recognised as an Inspiring
CEO at the second edition of ‘The
Economic Times CEO Conclave’ with the
theme ‘Stalwarts in Excellence: Redefining
the Future’.
Avasant’s RadarView
Recognised as Disruptor in Avasant’s

RadarView for Oracle Cloud ERP Services.
Mastek Limited
Alliances
Partnering for Growth

We pride ourselves on building close and long‑term relationships by nurturing a culture that
prioritises collaborations and building trust with stakeholders. We aim to offer flexibility
and ensure our partnerships and relationships deliver mutual benefits.
In early FY23, Mastek established its Growth Office, which plays a pivotal role in the Chief
Growth Officer's (CGO) mandate. Partnerships form a significant aspect of this charter, as
we collaborate closely with our partners to deliver holistic digital transformation solutions
to our clients.
Recognising the need for a strong, strategic

Global Alliance function that aligns with Mastek's
vision, we established a dedicated Global Alliance
organisation. In doing so, we formulated a
comprehensive alliances strategy, comprising the
following key elements, where each pillar saw
significant progress:
Identifying strategic technology

partnerships
Focused Partnership Identification
We chose to prioritise over a wide array of partnerships.
Elevate our partnership tiers Instead, we opted for a select number of non-conflicting
alliances, striking a balance between established strategic
with technology partners
partners and those demonstrating significant growth
potential. Utilising a well-structured framework, we
collaborated closely with our Sales and Service Line teams to
Elevate our level of carefully identify and engage with 20 ecosystem partners and
partner engagement seven strategic partners: AWS, Microsoft, Oracle, Salesforce,
ServiceNow, Snowflake, UiPath
Increase the number of Elevate Our Partnership Tiers

certifications, and overall • Snowflake: We elevated our Snowflake partnership tier
competency around the in the US as well as in the UK/Europe to Select tier.
partner’s technology • AWS: We advanced our partnership by two tiers. We

upgraded to Select tier and within four months we
upgraded to the Advanced tier—the second highest
partnership tier.
Increase our visibility in
• Microsoft: In Microsoft’s new partner programme,
the partner ecosystem
we acquired the ‘Solution Partner’ designation in
two competencies—Data and AI, and Digital and App
Innovation. These designations uplift our positioning in
Increase Go-to-Market (GTM) the partner tier.
engagement with the technology • ServiceNow: We once again became the Premier
partner Consulting and Implementation partner in India and the
US, while expanding our territories to UAE, Saudi Arabia,
Malaysia, and Singapore. In addition, we became the
reselling partner in all these territories.
Increase Our Visibility in the Partner

Oracle and Customer Ecosystem
Mastek is an internationally acclaimed Oracle Partner We took part in the Annual Summits of AWS, ServiceNow, and
that has received multiple awards for its expertise Snowflake, marking our inaugural presence at these events.
in implementing and supporting Oracle Cloud ERP, These summits provided us with a valuable opportunity
EPM, HCM, SCM, and CX solutions. to enhance our visibility within the partner ecosystem.
Additionally, we actively attended major industry events such
We specialise in delivering a comprehensive range
as Salesforce Dreamforce and Oracle Open World, including
of services, including Oracle Cloud Transformation
various regional events hosted by Oracle. Furthermore, we
& Implementation, Consulting, Migration, Project
actively participated in the inaugural Microsoft Power Apps
Recovery, Support, and Managed Services (Application
conference, further reinforcing our commitment to engaging
Enhancement Services).
with diverse partner communities.
With over 15 years of Oracle partnership, we have
successfully catered to more than 1,300 Oracle Cloud Increased Our GTM Motion
customers worldwide. Our expertise lies in harnessing
• With AWS, we expanded our field engagement to other
the potential of cutting-edge technologies such as
countries beyond the UK, such as the Netherlands,
RPA, Chatbots, AI, ML, IoT, and Analytics to unlock the
Nordics and DACH, and the US. Along with Public Sector,
full advantages of cloud transformation and migration.
we increased our engagement with AWS in verticals such
Choosing Mastek guarantees tangible results and
as Retail and Healthcare, including expansion in health
significant business value through your Oracle Cloud
tech, genomics, and more.
transformation journey.
• With ServiceNow, active field-level engagement started
in the Middle East and ASEAN with agreement on
accounts and propositions to be driven.
• Salesforce: We became a Summit level partner, the
• With Microsoft APAC, we leveraged executive
highest level of partner tier, on the back of the quick and
relationships and showcased our capabilities resulting in
seamless integration of our Salesforce business.
deal referrals.
• UiPath: We became the Gold partner globally.
• Salesforce engagement in the UK commenced with their
• Oracle: Oracle partner programme does not have partner
Public Sector team for joint opportunity identification
tiers. We continue to bring differentiation in the Oracle
and joint campaigns.
partner network through expertise across tracks.
• We continue to build our relationship with Oracle
Elevate Our Level of Partner Engagement Consulting Services (OCS), including mapping Sales and
Technical groups within OCS.
We intensified our efforts to engage with strategic partners
by establishing connections with key leaders in their channels In addition to these strategic partnerships, we have signed
and sales organisations. With a deep understanding of our up for some niche partnerships with NVIDIA, Fabric, Snyk,
target industries, regions, and offerings for each partner, Spryker, Magnolia, and Opkey in addition to OutSystems.
we have carefully aligned every interaction with our growth
strategy in collaboration with each partner.
Our Strategic Alliances
Build Competency in Partner Technology
The primary focus of this pillar was to develop distinctive
offerings while expanding the pool of our skilled and certified
associates in partner technology. We achieved this by actively
participating in joint enablement programmes with our
partners, resulting in a substantial increase in the number of
certified associates.
Additionally, we dedicated efforts to construct frameworks

and solutions that leveraged partner technology. For example,
in collaboration with Microsoft, we successfully listed six
offerings on Microsoft's marketplace, with five of them ready
for co-selling. Likewise, our partnership with Oracle witnessed
continuous progress in joint solution creation, particularly in
the healthcare sector, as we consistently added new solutions
to our portfolio.
A Better
Future through
Value Creation
Mastek remains committed to delivering
value to our customers, employees,
society, investors, and the regions in
which we operate.
We are Focused on Achieving
Transformation Through
Integrated offerings A differentiated Embedding

across verticals and value-based delivery innovation in our
service offerings model to create engagements
customer delight
Our Strategic Pillars Include
Massive untapped Continued growth in

opportunity in the the UK Public Sector,
Americas select verticals in EU,
and ME expansion
Differentiated talent Digital and cloud

and delivery model services with
strategic partnerships
particularly Oracle
cloud and Salesforce
Mastek brand, M&A,

and AI/Innovation-led,
non-linear growth
Mastek Limited
How We Operate
Leveraging Our Strengths

to Create Sustainable Value
We function in a competitive industry across multiple geographies.
To thrive in this environment, our integrated business model is
focused on creating value at every point and for every stakeholder.
Megatrends Our Resources and Assets Offerings and Solutions by Vertical
People
• 5,622 talented Mastekteers in over
40 countries • Digital and application engineering
• An average age of 33.6 years • Oracle cloud and enterprise apps
Data privacy • Diverse workforce • Digital commerce and experience
and cyber • Data, Automation and AI
security • Cloud enhancement services
Financial
• A strong balance sheet, with a net equity Read more on page 8
of INR 1,774 crores
• Healthy order backlog of INR 1,794.1 crores
Our Offerings
Technology and Platforms
Generative • Recognised for Oracle and
AI Salesforce implementation
• Management of mission-critical projects
• 30+ delivery centres
Intellectual
• Continuous investment in R&D
• Strategic partnerships with technology and
Changing business leaders
work dynamics • Alliances with academics and startups
under Launchpad and Project Deep Blue
• Mastek brand value
• Innovation lab as a Service
• Architecture as a Service
• IP 4.0
Social and Relationship

Technology • 579 clients, of which 28 are Fortune 1000
• 83,012 CSR beneficiaries Industry Expertise
• Healthcare and Life Sciences

• Public Sector and Government
Environment • Retail and Consumer
• Energy-efficient systems • Manufacturing, Engineering and Utilities
• Optimum utilisation of natural resources • Financial Services
• Reduced consumption of paper, food waste
and plastic Read more on page 12
Sustainability • Adopting eco-friendly refrigerants for
air-conditioning systems
• Automating operations
A Better Future through Value Creation Overview Reports Statements Information 33
Creating Value for Stakeholders Contribution to SDGs
Clients
4.65/5 Average customer rating
5.05/7 Average customer satisfaction rating
400+ Oracle Cloud customers
63 Salesforce customer
40.1% Revenue from Top 10 clients
26% Revenues from managed services
People
INR 1,376 crores In wages and salaries, and benefits
645 Net new hires (incl MST acquisition)
29.5% Of women in our teams
25% Of women in executive
leadership positions
27 hours Of training per employee
Shareholders
INR 2,563 crores Revenue (up 17.4% from FY22)
INR 95.5 EPS (Diluted)
INR 57.3 crores Returned to shareholders as
dividends in FY23
17.8% Operating EBITDA margin
20.7% RoE
Society
83,158 Direct and indirect beneficiaries
INR 2.87 crores CSR expenditure
INR 117.1 crores Taxes paid
960 Volunteer hours
Mastek Limited
Operating Context
Key Trends that

Drive Efficiency
Given our ever-evolving operating landscape, it is crucial we identify the significant trends to
capitalise on emerging opportunities and mitigate the risks that could impact our business. We
adapt our strategies, business models, and processes to remain innovative and deliver value to
our customers and stakeholders. Through a proactive approach to risk management and a keen
awareness of market forces, we navigate challenges with resilience and position ourselves for
sustainable growth and long-term success.
Data Privacy and Cyber Security

With increased globalisation and interconnectedness, the significance
of data privacy has escalated to a strategic level. In order to ensure the
utmost protection of customer and employee data, companies adhere to
stringent regulations. With the ownership and utilisation of cryptocurrencies
expanding to a broader audience, there has been a surge in cybersecurity
threats, making data protection and sovereignty more critical than ever.
As businesses strive to determine the appropriate level of investment for

cybersecurity initiatives, formal corporate risk analysis is likely to serve
as the guiding framework for decision-making. According to Cybersecurity
Ventures, the cost of cybercrime is projected to reach USD 8 trillion in 2023
USD 10.5 trillion
Cybercrime costs by 2025
and is expected to grow to USD 10.5 trillion by 2025.
Generative AI
Generative AI refers to a branch of artificial intelligence that enables
machines to generate new and original content, such as images, text, music,
and even video. This breakthrough technology leverages advanced Machine
Learning (ML) algorithms to learn patterns from vast datasets and generate
content remarkably close to the human-created output.
The past year has witnessed a surge in the field of generative artificial
intelligence, revolutionising how business operations operate and unlock
unprecedented opportunities for innovation. Generative AI has gained
significant traction across various industries, empowering organisations
to automate complex tasks, enhance creativity and drive productivity. USD 109.37 trillion
According to Grand View Research, the generative AI market size is expected Generative AI market size by 2030
to reach USD 109.37 billion by 2030 at a CAGR of 35.6% from 2023 to 2030.
Changing Work Dynamics

The corporate landscape has undergone significant changes due to the
pandemic. The gap in talent supply and demand has become more
pronounced, further fuelled by the rapid growth of the gig economy.
The ever-increasing pace of technological advancements has created a
strong need for new and diverse skill sets.
Additionally, there is a renewed emphasis on corporate social responsibility,

leading to heightened employee expectations for improved work-life
balance. Automation is not a panacea, as its potential for job elimination
is the core human question. According to Demand Sage (April 2023), the
worldwide freelance market is estimated to be worth USD 1.5 trillion and
USD 1.5 trillion
Worldwide freelance market
increasing at a CAGR of 15%.
Convergence of Technologies
Blockchain technology continues to disrupt many traditional industries.
The metaverse is gaining momentum, fuelling advances in virtual reality,
augmented reality and Web3. The acceleration of cloud adoption has
driven demand for Orchestration and FinOps. AI and ML are widely used
by organisations across all industries to improve performance, strengthen
customer service, and generate higher revenues. The main area to focus in
2023 is the development of decentralised digital identity as the potential
application for distributed ledgers in Web3. According to Statista, in 2022,
the global metaverse market stood at USD 65.5 billion and is projected to
surge to USD 936 billion by 2030. USD 936 trillion
Global metaverse market by 2030
Sustainability and Energy Transition

As climate change concerns continue to intensify, previously considered
fringe initiatives have gained widespread acceptance in society and across
businesses. The concept of the circular economy is deeply ingrained in
consumption habits, while the preservation of resources and protection of
biodiversity are now fundamental principles embedded in the ESG policies
of companies globally. At this critical juncture, technology emerges as a
pivotal force, poised to play a defining role in combating climate change and
driving sustainable solutions.
Accelerating the transition to a circular economy relies on the uptake of

innovative new business models and disruptive technological innovation. USD 61.92 trillion
Going forward there will be an increased focus on promoting awareness Global green technology and
of environment friendly practices and utilising technology to align with sustainability market size by 2030
sustainability-driven performance metrics. According to Fortune Business
Insights, the global green technology and sustainability market size is
projected to grow from USD 16.50 billion in 2023 to USD 61.92 billion by
2030, at a CAGR of 20.8%.
Mastek Limited
Strategy
A Refined Roadmap
for Scaling Capabilities
Focus on Growth Markets, Key Continued Growth in the UK
Verticals and Massive Untapped Public Sector, EU, ME expansion
Opportunity in Americas
Strategy bets for FY23
• Hyper-growth in America • Home Office, HMRC, NHS, City Councils

• Double down on Healthcare & Life • Scale Top 5 accounts in UK Public Sector
sciences in North America • Financial Services, Retail in UK,
Manufacturing in Europe
• Digital enablement
• Accelerating Cloud transformation
through Oracle
Progress made during the year
• Acquisition of MST Solutions, • Development of consulting

a Summit-level Salesforce methodology and framework for
implementation partner to expand Financial Crime to drive focus on
our revenue and client base in Financial Services in the UK
Americas region • Establishment of process excellence
• Building solutions on Salesforce and architecture consulting functions
Industry Clouds—Healthcare and for differentiated and holistic
Public Sector, thereby resulting consulting approach
in expansion of footprints in • Local government application
focus verticals rationalisation framework and solution
• Strengthened GTM motion for Service • Partner ecosystem enhancement
lines in Americas with Spryker, Zebra, FourKites,
• Won Digital Case Study award from Oracle, Zipped, 101ways for
ISG for designing and deploying retail engagement
a Self-service Medicare Shop & • Shortlisted for Crown Commercial
Enrollment portal to ease enrollment Service’s Big Data & Analytics
journey for beneficiaries framework with an overall spend
• 55.38% revenue growth in FY23 value of 1 billion GBP over the next
including acquisition of MST 2-4 years
• Continue to invest in US region in
leadership across sales, service lines
and alliances
Plan for FY24
• Driving closer collaboration within • Grow our consulting portfolio and

business units to leverage capabilities enhance Digital Enablement Playbooks
acquired through M&A to improve GTM
• Amplify growth through multiple • Focus on Retail, Finance,
growth vectors—Service Lines Healthcare while building on Secure
and Alliances Government Services with domain
• Continue to strengthen Industry specialist consulting
domain capabilities • Expand capabilities acquired through
• In line with our M&A thesis, we have M&A into the UK, EU and ME
recently acquired Biz Analytica, a data • Market expansion in ME leveraging
cloud and modernisation specialist pan-Mastek capabilities and expand
with deep expertise in Snowflake, existing engagements to multiple
Databricks and AWS data cloud service lines
Digital and Cloud Services Differentiated talent and One Mastek Brand Innovation
Strategic Partners delivery model/ Talent and ESG/ Innovation and
and Delivery Model, M&A Non-Linear Revenue Streams
• Dominate in Oracle Cloud globally • Career value to attract/ • Digital Engineering and Cloud
• Grow Salesforce, Microsoft, AWS, retain Transformation Partner
ServiceNow and UIPath+ • Value-Based Delivery to drive • Innovation Labs
• Cloud Enhancement Services (CES) business outcomes • Environment, Social
and Governance (ESG)
• Recognised as a Product Challenger • 1,600+ employees trained and • Swift integration of Salesforce
for Oracle Managed Services in 730+ certified on digital platforms business (erstwhile MST) under
ISG Provider Lens 2022 and as a and technologies in line with Mastek brand
product challenger for Salesforce our ambition to keep upskilling • Development of capabilities on
implementation in mid-market and providing opportunities for Data Cloud and Metaverse
in ISG personal and professional growth
• Strategic Partnership with Netail
• Named Top 15 Sourcing Standout • Empowering employees to take to bring AI-led optimisation
in Booming category by ISG for control and ownership is key to across the value chain
Managed Services in Americas Mastek 4.0 culture for retailers
and EMEA • MST acquisition has given us an
• Won a long-term strategic additional delivery center in
engagement in ME for ServiceNow Tiruchirappalli to expand delivery
implementation and managed base to Tier-2 cities and tap
services support more potential
• A world-class managed services • Expanded delivery centre in
proposition on ServiceNow with Chennai with capabilities across
25+ automation accelerators for multiple service lines
value add to clients
• Significant progress in partner
engagement resulting in upgrade
of partner status across major
strategic partners
• Global, unified alliances and • Establish digital delivery One Mastek

partnerships team will work with platform for strengthening Cloud
service lines and enable One Mastek Enhancement Services proposition • Establishing a large deals
motion for clients and partners alike for clients framework to pursue
proactive engagements and
• Engagement platform for Healthcare • Continue to focus on inorganic leverage Mastek’s full range
and Public Sector on key platforms opportunities for strengthening of capabilities
like Microsoft, Salesforce, Oracle capabilities and market reach
• Build end-to-end offerings spanning aligned to Mastek’s strategic focus Innovation
across Service Line portfolio to • Continue to explore emerging
make the most of our expertise technology like Generative AI
across Digital and Cloud platforms for boosting internal process
• Solution for process simplification efficiency, delivery capabilities
using automation and AI and client outcomes
Mastek Limited
Innovation
Pioneering New Frontiers

We focus on expanding our non-linear business model,
primarily driven by innovation, venture capital, launchpad,
patenting and architecture as a service model.
CTIO Charter Tracks–5

Applying Technology for Relevant Use Cases
Launchpad Mastek Ventures

Launchpad provides an ecosystem for start-ups to Mastek Ventures, as our strategic investment arm, bridges
scale up their solutions using our technological and the gap between emerging start-ups and enterprise
domain expertise. These solutions become bolt-on seed customers. Through non-equity-led partnerships and
candidates for broader digital business ventures and start-up investments, we support early to mid-stage
are refined to create maximum impact. The following companies build innovative enterprise solutions that are
product solutions have been launched from its cohorts. aligned with our growth strategy. Mastek’s Connected
Enterprise Service practice is against Mastek Ventures
• WH360-aaS, a cutting-edge solution in the industry, invested, in VolteoEdge and focuses on taking our clients
offers a range of advanced inventory management towards this new pane of glass where companies can securely
tools such as cycle counting, mobile pick pack and responsibly share data across organisational boundaries—
slip, and work centre reporting. Numerous Oracle IT, OT, and ET.
SCM customers have chosen WH360 to enhance
operational efficiency by eliminating shipping
Impact KPI
errors and accelerating their processes. By utilising
Catalyse existing businesses in the areas of customer
the multi-tenanted SaaS-enabled EWS (Enterprise
service management and field-engineering service
Workforce Scheduler) product, enterprises can
management. Galvanising the Service Now partnership
effectively manage employee time and attendance,
which has a strategic growth focus.
track labour, and collect data. EWS integrates
automated time-tracking software with Oracle HCM
and seamlessly works alongside data collection
Industry-specific Automation
devices to optimise labour costs, reduce compliance
risks, and enhance workforce productivity. We focus on solution-led automation with Connected
Enterprise Service in our key verticals and align digital assets
• Mastek's icxPro product offers ready-to-use features
with hyperscalers and our big bets.
that enhance omnichannel customer experience
through intelligent conversations powered by
GPT-4 and deep learning-based business insights. Impact KPI
It provides contextual responses, promotes customer Our minority investment in an Edge device startup and
loyalty, and offers alternative suggestions. Mastek's surrounding services of Discovery, System Integration
success in winning the Fortive Digital Hack 2023 — and Implementation has created a pipeline.
Hackathon was attributed to the icxPro product,
which showcased its ability to quickly correlate
vast amounts of machine parts data and offer
replacements for obsolete HD or competitor devices
using AI technology.
Impact KPI
Product sale-led non-linear business with outcome
and output-driven pricing. We have a run rate of
USD 480K.
Partnerships and Innovations in FY23

• Netail’s AI technology: Our partnership with
Netail combines our experience in e-commerce and
Architecture as a Service
data analytics with Netail’s AI technology to help
At Mastek, architects are at the heart of innovation to deliver e-commerce and Omnichannel retailers optimise their
to our clients the most technically complex and cutting-edge retail value chain and capitalise on digital consumers.
solutions. We provide vendor-neutral viewpoints to solutions This alliance equips retail clients with the tools to
that our outcome focused on. To nurture our best talents, optimally embed AI into transformation projects,
we created a global MMTS Certification Programme. increase brand cognizance among customers, and
boost ROI.
Impact KPI • Launched an Innovation Hub in Arizona that provides
We are scaling on the concept of solution architecting services on leading enterprise platforms such as
in a shared service model with the primary focus Oracle, Salesforce, ServiceNow.
on Edge-2-Service. This addresses the high dearth of • iLeaseFinPro is an intelligent platform to sell cars,
architects in the system. schedule service appointments, and finance deals.
This is a straight-through leasing and financing
platform enabling clients to convert leads to sales,
Innovation Lab as a Service instantly providing inventory, pricing, and financing
We create rapid prototypes for emerging technology through and automating processes with better ROI.
interactions with industry and catalyse the delivery of • NVIDIA-led business solutions: As Mastek embarks
products and services that can be applied across multiple on a journey of cross-industry expansion, it is keen
domains and use cases. on harnessing the power of technology to drive
economies of scale, optimise efficiency, accelerate
R&D productivity and discovery, and stimulate revenue
Impact KPI
growth. Recognising the immense potential of AI,
Accelerated delivery and upstream innovation have led
our CTIO function has strategically partnered with
to the generation of a USD 800K pipeline.
NVIDIA, a leading high-tech company spearheading a
historic wave of tech-driven convergence. By investing
outside of its core industries, NVIDIA is unlocking
Project Deep Blue
new growth opportunities and paving the way for
The project is a commitment to questioning established us to revolutionise business solutions by integrating
conventions, a resolve to tackle complex problems to effect AI capabilities.
social change, and a motivation to foster forward-thinking.
• CII CES: Mastek’s CTIO function worked with the CII
Recognising the practical knowledge gap among the
Centre of Innovation, Entrepreneurship and Startups
up-and-coming generation of engineers, ‘Project Deep Blue’
(CII CIES) to bridge critical gaps such as capacity,
functions as a conduit between academia and the industry.
and accelerated execution, through targeted
This endeavour provides engineering students with an
programmes and interventions. A customised CAP
opportunity to apply their technical expertise while being
(Corporate Accelerator Programme) was designed to
guided by experienced industry professionals from Mastek.
address industry-specific engagements, to provide
access to early-stage innovations and ventures to
Impact KPI help us drive innovation within the organisation, and
Increase in equity of Mastek brand in the higher access emerging technologies/solutions to scale up
education business. and achieve accelerated execution for customers in
collaboration with startups.
Mastek Limited
Innovation
Case Study 1
Modernising the Business Processes Powered by

Oracle Cloud
In an ever-evolving world, businesses encounter the challenge of constantly upgrading outdated infrastructure
while ensuring optimal performance is maintained. However, only organisations that succeed in effectively
integrating performance management with adaptability stand to emerge as leaders in the future. We utilised
Oracle SaaS solutions to assist Alternative Parcels Company Limited in simplifying its digital transformation by
modernising back-office operations.
The Alternative Parcels Company Limited (APC Overnight) is the largest independent parcel delivery network in
the UK. Established in 1994, it serves more than 100 locations across the country and ensures punctual delivery,
with flexible options, for millions of urgent packages every month.
Identifying the Problems Benefits

Mastek provided customised solutions for
exceptional business scenarios, swift risk reporting,
and mitigation processes. To achieve these
outcomes, Mastek executed a global deployment
APC’s legacy landscape was outdated model with effective change management
with diminishing returns. It faced multiple capabilities. This enabled APC overnight to achieve
challenges, including: the following results:
• Clunky, legacy systems with little or • Higher efficiency of integrated operations
no integration
• Single experience that minimised training
• Limited functionality
efforts and cost
• Over-reliance on manual processes
• No single source truth and HR information • Single, cross-modular application for all
• Limited MI reports process needs and business reporting—through
• No self-service functionality for employees customised BI reports developed in Oracle
• Single-pane data, object, and security model
to improve workflows and compliance
How They were Addressed
• Accelerated and improved information
Transformation of back-office operations on
gathering for strategic decision-making
Oracle Cloud
Mastek co-created a unified Oracle environment • Efficient process for uploading tax returns (due
for APC overnight’s back-office operations to Mastek’s MTD solution)
in close collaboration with the client’s • Accurate data and information across
teams, including: all functions
• Oracle ERP Cloud • Efficient onboarding process to enhance
• Oracle HCM Cloud APC’s reputation
• Oracle Procurement Cloud • Single system to capture employee time
• Oracle EPM Cloud entries, weekly and monthly payroll runs,
Mastek's proven and tested methodology helped costs, and reconciliation
in enabling APC to fulfil all its requirements • Better visibility for senior management through
seamlessly without any disruption to ongoing weekly cost reports
business activities. This approach facilitated
automated integration, consolidated legacy As we continue to grow rapidly, technology remains
system integrations error-free, created customised a key enabler for us. With Mastek, a partner of
roles for inquiry access, and effectively resolved choice for APC, given their deep expertise in Oracle
any issues through a dedicated hyper-care Cloud Solutions, we now have a robust, integrated,
support channel. and connected internal ecosystem that is completely
cloud based."
JONATHON MOSS
Head of Finance, APC
Case Study 2
Transforming the Digital Patient Journey

The increasing demand for patient-focused experience compelled the healthcare industry to transform its
technology ecosystems. This transformation, however, has not been easy as it presents several broad and
systemic challenges. Regulations, security compliance, technology, and culture all play a role in complexity,
adding to the IT mix. Headquartered in Arizona, Banner Health is one of the largest secular non-profit
healthcare systems in the United States.
With 30 acute care hospitals, an academic division, a cancer centre, hundreds of care facilities across 6 states,
and a health insurance division within the state, Banner is responsible for the care and coverage of hundreds of
thousands of people across various age groups.
Identifying the Problems
Banner Health wanted to enhance its Medicare

enrolment portal to accommodate the increasing
number of people signing up. The client wanted to
provide them with a more dynamic user experience
while reducing the manual workload of their
administrative staff. They partnered with Mastek,
based on the credibility of its technical expertise,
to help them envision and implement a new portal.
How They were Addressed

Mastek delivered a solution that deployed Benefits
automation to enable new capabilities in the The new platform has made it easier for both users
client’s enrolment procedures. This included: and staff to register patients in Medicare. There
• Full self-service, allowing patients to pick plans are fewer steps and fewer manual interventions,
and enrol in an end-to-end process helping the client stand out competitively. The
dynamic portal also helped position Banner Health
• Plan and drug pricing comparison tools
as a technology leader and continue to expand
integrated with third-party software
its capabilities.
• A new CMS and data system for tracking
According to ISG, this case study is an example of
online enrolments
how a provider can leverage their unique expertise
The platform was also designed with a focus on and platform knowledge to deliver an improved
local and federal healthcare regulations. It was experience for a client.
developed with Salesforce as its base.
Towards
Long-term
Sustainable
Impact
Mastek is committed to delivering sustainable
value for its business and stakeholders by
actively engaging in ESG practices. Through
our sustainability strategy, we aim to reduce
our environmental footprint and promote the
well-being and prosperity of individuals and
the communities in which we operate.
ESG Commitments
Achieve 25% Achieve Net

Social Return on Zero emissions
Investment by 2030
(SROI) by 2025
Achieve 35% Touch a million lives

gender diversity through our
by 2026 CSR programmes
by 2026
Aligning our Priorities with UN Sustainable

Development Goals (UN SDGs)
Mastek Limited
Environment
Going Big on the Green Agenda

Recognising the potential of digital technology in transitioning to a low-carbon economy,
we adopt and implement smart solutions to help businesses accelerate their transformation.
By doing so, we actively contribute to the reduction of their carbon footprint, and advance
both environmental and economic causes.
As a responsible organisation, we constantly strive

to decarbonise our operations. Our sustainability
strategy focuses on environmental responsibility,
climate protection, and optimal use of natural
resources. Climate change needs global attention
and action, and Mastek is cognizant of the role it
has to play. We aim to deal with climate action
within our operations and engage with stakeholders
for the global programme. Our steady focus on Energy Efficiency
responding to the needs of the environment The initiatives mentioned below will help in reducing our
ecosystem will continue in the three main areas: electricity energy consumption.
• Energy-efficient retrofits/utilities system upgradation

Decreasing carbon emissions • New offices in LEED/Energy-certified buildings
through energy efficiency and • Switching to renewable energy supply sources
conservation while shifting to wherever feasible
renewable energy
Responsible Sourcing
• We are switching to eco-friendly/less-polluting
Reduce landfill waste alternatives such as refrigerants with lower ozone
depletion potential
• Priority is given to procuring products with high energy/
Conserving freshwater green rating
Carbon Offsets
For our Mastek UK offices, we have set an • We have successfully completed carbon offsetting
objective to become carbon-neutral by 2030. of Mastek UK emissions reported for FY20. We
Similarly, across the globe, we aim to achieve have commenced our carbon offsetting journey by
carbon-neutral status by 2040. contributing towards solar, wind projects, and
energy-efficient cook stoves in various carbon offset
projects across India
• We have completed our carbon emissions reporting
of Mastek UK for FY22. We also plan to offset these
emissions by contributing to carbon offset projects
Towards Long-term Sustainable Impact Overview Reports Statements Information 45
Electricity Consumption
Pan India KWH Consumption Global KWH Consumption
KWH CONSUMPTION FY22 KWH CONSUMPTION FY23

14,88,996
11,70,957 10,75,785
10,75,785 India
14,88,996
1,49,456
UK
91,285
US- 85,378
Dallas 82,927
FY21 FY22 FY23
2,235
Egypt
3,231
Certifications
1,52,347
KSA
Our offices at Mahape, Seepz SDF 4, and Acropolis 1,18,870
Ahmedabad are accredited by DNV for ISO
14001:2015 (EMS) & ISO 45001:2018 (OHSAS).
Water Management
In the face of escalating environmental degradation caused by Pan-India Water Consumption (KL)
climate change, India is grappling with the pressing issue of
diminishing freshwater resources. The scarcity of freshwater is an 20,229
18,519
escalating global challenge in numerous regions. In such situations, 17,074
water conservation becomes paramount. To achieve this, we
diligently oversee our water consumption and discharge practices,
ensuring responsible management of this vital resource.
The two crucial steps we have taken to conserve water include:

• Implementation of aerators for faucets to control excess
water flow
• Arresting water leakages on time to prevent wastage and loss
FY21 FY22 FY23
Waste Management
In any industry, waste reduction and effective waste management Waste Disposal (MT)
are crucial objectives. Our strategy is focused on minimising waste
generation and ensuring that what we produce is either reused or FY21 FY22 2023
recycled, whether for its original purpose or for secondary use.
Our unwavering dedication to waste management has contributed to 6.27

our long-standing success. By employing a comprehensive approach
encompassing waste reduction, segregation, recycling, on-site
composting, and incineration, we have successfully alleviated the 4.29
strain on city landfills.
• Reduced use of plastic water bottles
2.57
• Reduced use of printing paper
1.77
• Disposal of e-waste and hazardous waste as per government
approved norms 0.71
0.50
• Encourage employees to travel economy class
• Encourage carpooling for office commute
E-waste Food and General Waste
Mastek Limited
People
Creating a Culture
of Empowerment
We have an inclusive work environment that develops talent, recognises excellent
performance and rewards it. As an organisation, we value diversity in our workforce.
We firmly believe that a supportive and empowering workplace is crucial for us to
effectively serve our stakeholders, including our Mastekeers, customers, shareholders,
and the communities we operate in.
Our flourishing people-centric culture encourages

Mastekeers to unlock their true potential.
Mastekeers are emboldened to prioritise their
well-being, trained to upskill and cross-skill, and
above all, empowered to take decisions concerning
their quality of work and life.
We have a lean management structure, and all

5,500+ Mastekeers are trusted to make informed
decisions with accountability. Our inclusive work Employee Experience Powers Business
environment finds its ground in: Strategy
At Mastek, we are committed to create differentiated
employee experiences. We are in constant pursuit to
Employee Experience deliver a world-class employee experience, allowing our
Mastekeers to enjoy an integrated, seamless, and rewarding
work experience. To help everyone do their best work, we
Enhancing Learning promote and nurture a unique Mastek 4.0 culture based on
and Development open engagement, defined ethical values and a high degree
of information sharing.
We have achieved the effective establishment of worldwide

Employee Well-being online help-desk services for all Mastekeers. Moreover, we
have extended the capabilities of the Mastek BFF Chatbot
to encompass our Oracle service line. The implementation
Diversity and Inclusion of the Genesis HRIS is currently in its final stage, and we
have achieved a successful go-live for various modules such
as ESS (Employee Self Service), MSS (Manager Self Service),
Performance Management System (PMS), Offboarding, LMS
(Learning Management System), Succession Planning, Career
Development, and Compensation. The integration of HRIS
will help us sharpen our strategies, streamline operations,
and ultimately fulfil our strategic goals by making informed
decisions based on data.
To acknowledge our Mastekeers' contributions to their teams

and organisation, we introduced a Rewards and Recognition
platform called 'MORE'. It has been fully configured to offer
both monetary and non-monetary rewards, with around
20% usage.
Enhancing Learning and Development

We are deeply committed to constant learning to help people
develop their real potential. To this end, we provide a broad
range of training courses and development opportunities that
promote upskilling. It also helps us build a talent pool that is
prepared, thus creating a leadership line for the future.
94,000+ 3.58
Learning hours Overall average training rating
95%
Grads deployed across
all businesses
Learn, Explore, Achieve and Progress The Learn Anytime Anywhere

(LEAP) Programme Platform—Udemy for Business
Under the LEAP programme, we successfully deployed The Learn Anytime Anywhere Platform—Udemy for Business,
91.8% of graduates to projects during the year. The Soft has been driving continuous self-learning across Mastek.
Skill Framework for the LEAP programme was enhanced During the year, our learners clocked in 93,618 learning hours,
based on the business needs by introducing one-on-one of which 60% were unique learners with an average of
communication assessments that helped us identify and focus 27 learning hours.
on bridging skills gaps in language and speech clarity for the
Overall, we have 122 full stack-certified engineers, with
offshore candidates.
70 added in this fiscal. Our Mastekeers are in the process
We collaborated with TMG and business teams to expedite of concluding their full stack journeys. The top learning
the deployment of the graduates by arranging project-driven areas included Spring Hibernate, React, Java, AWS, Testing,
interventions in areas like AWS Cloud, Power BI, Power Apps, Javascript, Snowflake, NodeJS, Azure, Python, Power BI,
MuleSoft, Salesforce, DevOps, and UI/UX. Oracle & C#. On the certification front, 328 new certifications
were added: Agile, AWS, Snowflake, Commerce Tools,
A major highlight of the LEAP programme was the celebration
Microsoft, Testing, Oracle, Project Management, Salesforce,
of the ‘Graduation Ceremony’ for Digital Business. This
UiPath and Snyk.
ceremony was conducted in-person at the Mahape office in
Mumbai and saw a footfall of 220+ graduates who completed • Launched ‘Communication Booster’ theme-based
their training during FY22 in various technology stacks. quarterly calendar programme that includes sessions on
creative confidence building, email communication, and
assertiveness skills.
To acknowledge our Mastekeers' contributions to • Organised a dedicated in-person soft skills training
programme, spread across three months, for the first
their teams and organisation, we introduced a
time in Ahmedabad.
Rewards and Recognition platform called 'MORE'.
• A programme on Business Etiquette was facilitated for
169 Oracle Business graduates.
Mastek Limited
People
Employee Well-being
For us, employee well-being has been at the core of our wellness sessions that were attended by 5,586
initiatives and policies. We have always acknowledged Mastekeers, 6 financial wellness sessions that were
and appreciated our Mastekeers’ commitment and attended by 1,738 Mastekeers and 4 social wellness
long-term association with our organisation. Continuing sessions attended by 382 Mastekeers.
with this tradition, we recently organised a Fellowship • The UK Pension regulator conducted an enrolment drive,
Awards ceremony to celebrate the service milestones of our which was an important step in ensuring employee
Mastekeers, and several were awarded for their long-spanning welfare. In terms of insurance, we renewed the insurance
careers at Mastek. The awardees shared their excitement plan for Mastekeers in Egypt effective February 2023. For
about receiving the awards and also shared their experiences Mastekeers in India, the insurance policies are renewed
of being associated with Mastek. effective April 2023.
The overall well-being of our people is a vital aspect that • The Mastek Premier League (MPL) cricket tournament
determines the success of our organisation. By investing was successfully conducted in Mumbai, Ahmedabad,
in their physical, mental, social, and emotional health, and Noida locations after a three-year hiatus.
we create a positive work environment that promotes The response was overwhelming, with over 200
productivity, engagement, and job satisfaction. Mastekeers participating in Mumbai, 205 in Ahmedabad,
and 45 in Noida.
• In the UK, we implemented a Mental Health First Aid
Programme to support the Mastekeers who needed • In the UK, we opened a new office in Reading. This
assistance. We have 10 trained Mental Health First Aiders was followed by the launch of an Innovation Hub for
(MHF) who help Mastekeers access the support they need Salesforce and Oracle business units in Arizona.
during emotional distress. • Flabbergasted Friday: We organised Flabbergasted
• Globally, we organised 74 emotional wellness sessions Friday events every month to bring employees together
that were attended by 3,225 Mastekeers, 72 physical and conduct fun activities.
Diversity and Inclusion

We aim to attract and develop a diverse talent pool Our commitment to ensure Mastek remains an inclusive,
through our inclusive culture that is designed to make every new-age, and safe place for all Mastekeers is acknowledged
Mastekeer feel valued. At Mastek, inclusion means respect, in several industry recognitions, including the ‘ET Best
belongingness, empowerment, and progress. The Diversity Organisation for Women 2022-23’ and ‘ET Future-Ready
& Inclusion Council ensures strong governance and guidance Organisation 2022-23, as well as the recent Great Place to
for the promotion of D&I activities. Work certification we received.
Through consistent efforts, we seek to improve the gender

ratio at our Company, through various initiatives, including
recruiting more women in leadership roles. In FY23, our
diversity ratio improved from 27% women at the beginning
100%
Women rejoined post-
20%
Women within Executive
of the fiscal to 30% across Mastek Group. Our focused maternity break Leadership Team (ELT)
diversity efforts are reflected in the graduate women hiring
as well wherein we hired 61% men and 39% women. We are
also very proud to report that 100% women Mastekeers have
returned to work with us following their maternity breaks. Great Place to Work®
We have been officially certified as Great Place
We instated the ‘ReShine’ initiative to support the women
to Work in India and the UK. This recognition is a
keen on restarting their careers by inviting them to join
testament to our collective commitment to ensure
Mastek. The initiative stems from Mastek’s strong belief in
Mastek remains a conducive, empowering, and
diversity and creating equal opportunities for all. We are
inclusive workplace where people are appreciated
keen to build a culture that enables and empowers women
and respected for being their authentic selves and
to make a meaningful comeback to their careers.
everyone comes together to drive excellence, lead
from the front and live our values while doing so.
Diversity at Various Locations
27%
North America
34%
12%
India
Middle East
17%
27%
UK/Europe
Rest of the World

Mastek Limited
Community
Leading a Responsible Business

Engaging with social matters drives positive transformation. Mastek understands the
significance of actively participating in the communities it belongs to. By doing so,
we grow responsibly and foster the creation of shared value for everyone involved.
Founded in 2002, Mastek Foundation is the CSR

arm of Mastek in India that works closely with
Mastekeers to encourage them to give back to
the society through volunteering opportunities,
donations, and payroll giving.
The Mastek Foundation operates with defined

objectives and strategies aligned with the pillar
principles of Give, Engage, and Build. The social
initiatives comprise community development
Key Initiatives
projects, fundraising, and assisting non-profit • Supported 16 charity organisations from 6 states across
organisations to enhance their governance India by granting financial aid of around INR 3 crores. The
and scalability by providing IT support through amount benefitted approximately 50,000 individuals and
consulting, and encouraging budding engineers to 146 birds/animals.
create solutions for emerging social issues. Mastek’s • The Global ‘Gratitude is Attitude’ event was conducted
CSR vision is aligned with Informed Giving and twice during the year. Our charity partners included
Responsible Receiving by all its stakeholders. Sangopita & Cuddle (India), Ronald McDonald House
Charities (US) and Mind—for better mental health, and
British Heart Foundation (UK). We are at 40.2% in Payroll
INR 2.9
CSR spent
crore
Giving for digital (India), and over 214 Mastekeers who
were part of the event donated around INR 11 lakhs to
Indian charity partners.
• Mastek celebrates DaanUtsav every October (inviting
Mastekeers to donate in-kind or cash to charitable
83,012
Beneficiaries
16
No. of projects
organisations). This year, we partnered with 10 NGOs
across India that are enabling people’s participation
in community development through volunteering
opportunities and donations to the various causes they
support—Child Welfare, Elderly Care, Education, Women’s
Welfare People with Disabilities (PwD) Care, and Farming.
Mastek Foundation will match the total sum of donations
received from Mastekeers. The Mastek Foundation
matched the INR 1.31 lakhs, with employee donations,
and a total fund of INR 2.62 lakhs was disbursed to
11 NGOs.
• Tata Mumbai Marathon 2023: Our Mastekeers Activities Undertaken by MST Solutions/
participated in TMM to support underprivileged Salesforce Business
children fighting cancer and for animal welfare • Recognised as a ‘Blood Leader’ by Red Cross for
and rehabilitation. hosting blood donation drives every quarter.
• A Christmas fundraiser was organised to share • Partnered with Blue Cross Blue Shield of Arizona to
the joy of giving with the underprivileged offer free Opioid Overdose Prevention training and
community. Mastekeers donated old Mental Health First Aid training.
clothes to the slum community, helping
• Partnered with Blue Cross Blue Shield to volunteer
45 families in Mumbai and 50 families in
for the ‘Operation Santa Claus’ telethon and
Surendranagar, Gujarat.
‘Stuff the Sleigh’ events, supporting the Walmart
• This year, a musical event was organised to Community Champion and providing toys, clothing,
raise INR 1 crore, and the Mastek Foundation monetary donations, and food to the Valley
matched the donations up to INR 50 lakhs. The Children’s charities.
funds raised were donated to Malvi Educational
• Hosted a Women in Tech (WIT) Heart Health
and Charitable Trust and Adhyayan Sanstha
discussion with Dr. Sushmitha Patibandla, MD, FHRS,
for education.
a clinical cardiac electrophysiologist who is affiliated
• Physically visited 10 out of 16 organisations with Honor Health.
to ensure the support/aid extended is being
• Hosted a virtual food drive to support the
utilised for the purposes for which the grant
Matthew’s Crossing Food Bank.
was made.
• In line with the ESG Sustainability Goals
adopted by us, we have extended support
to 16 projects. These include 10 Quality
Education, 3 Good Health and Well-being,
1 Promoting Gender Equality, empowering
women, eradicating poverty, 1 Clean Water and
Sanitation, and 1 Eradicating Hunger, Poverty
and Malnutrition, Promoting Healthcare
including Preventive Healthcare and Sanitation.
The Mastek Foundation operates with

defined objectives and strategies aligned
Adhyayan Foundation
with the pillar principles of Give,
Through a partnership with Adhyayan Foundation, Mastek
Engage, and Build. The social initiatives
Foundation supports the Systemic School Improvement
comprise community development Programme in Goa that strives to enhance the quality of
projects, fundraising, and assisting non- leadership and learning outcomes in schools.
profit organisations to enhance their The quality cell is implementing the Systemic School
governance and scalability by providing Improvement Programme across the state's 824
IT support through consulting, and government schools, which have been structured into
144 hubs. The schools have been a part of orientations,
encouraging budding engineers to create
refreshers, hub meetings, support visits, confirming shifts
solutions for emerging social issues. evaluations, planning, etc., as activities that they are
required to do, for which the Quality Cell manual provides
resources and structures.
Impact
In FY23, the confirming shifts evaluations started in
October, and, to date, nearly 498 schools have gone
through the evaluations and showed improvement in
980 standards. For FY24, the target is 1,800 standard
improvements across 600 schools throughout the year.
Mastek Limited
Governance
Working with Integrity

At Mastek, we believe that strong corporate governance plays a pivotal role in
augmenting trust and securing the long-term interests of our shareholders and
other stakeholders. We continue to improve systems and processes that integrate
ESG priorities into our overall business and ensure accountability to our Board of
Directors and Senior Management.
At Mastek, we are aware of the significant impact of strong Governance Structure

corporate governance practices on fostering trust and
Mastek’s Corporate Governance Structure broadly consists
safeguarding the long-term interests of our shareholders and
of the Board of Directors and the Committees of the Board
stakeholders. We are committed to continuously enhancing
at the Apex level and the Management Structure at the
our systems and processes to integrate ESG priorities into our
Operational level.
overall business conduct.
This layered Structure brings about a harmonious blend
Through robust governance mechanisms, we ensure our
in Governance as the Board sets the overall Corporate
Board of Directors and Senior Management are actively
Objectives and gives direction and freedom to the
engaged in setting strategic goals, monitoring performance,
Management to achieve these Corporate Objectives within
and making informed decisions that align with our ESG
a given framework, thereby bringing about an enabling
commitments. By embedding ESG considerations into
environment for value creation through sustainable and
our governance framework, we ensure sustainability and
profitable growth.
responsible business practices are at the forefront of our
decision-making processes.
Continuously Enhancing Our Systems and Processes Through
Strategic Supervision Executive Management Operational Management

• By the Board of Directors • By the corporate • By the business unit head of
comprising the Executive, management team the respective geography
Non-executive and comprising the Managing • Account leadership team
Independent Directors Director and Executive and geo leadership team
• Conducts overall Committee team consisting look at all the functional
strategic supervision and of the functional heads aspects of customer
control by setting goals of Mastek and geography
and targets, policies, • Management reviews
governance standards, and monitors monthly
reporting mechanism performances addresses
and accountability and challenges faced by the
decision-making process to business, draws strategies
be followed and policies, and keeps
the Board apprised of
important developments
Board’s Role Ethics and Integrity

The Board is responsible for determining the strategic Our commitment to integrity—acting ethically and treating
direction of our Company and exercising prudent control people, their data, and the environment with respect—is
over our affairs. The process involves the Board deciding at the heart of our business.
on the direction for the corporation; reviewing, assessing,
and approving the strategic direction and initiatives; and An Ethical Culture
assessing and understanding the issues, forces, and risks that The Board holds the responsibility to drive the strategy,
define and drive our long-term performance. based on an ethical foundation, to support a sustainable
In a supervisory role, the Board monitors corporate business that creates value for Mastek, its stakeholders,
performance and executive team behaviour. The Board society, and the environment. The Board ensures that
is there to ensure that the organisation and executives our Company functions as an ethical organisation and it
function ethically and in accordance to the well-defined discharges this responsibility by ensuring that a robust
course of action. This supervision includes strategy and resilient framework is in place. At Mastek, there are
development, design and implementation. The Board systems, procedures, and monitoring structures to drive the
members actively discuss the various ESG initiatives of effectiveness of the framework. The Directors are competent
Mastek and encourage the senior management to go and act ethically in discharging their responsibilities to
beyond regulatory requirements. provide strategic direction and effective governance.
Data Privacy and Cybersecurity

Expertise
Our customers’ trust is imperative to us, and are conscious
Mastek’s Board brings together a wealth of knowledge,
of our responsibility to protect business information, and
perspective, professionalism, divergent thinking, and
personal and critical data. As an organisation, we are
experience. All our Board members inherit a deep
committed to adopting and implementing methodologies and
understanding of governance, technical, financial,
processes that enhance data privacy and security.
and non-financial issues.
Ashank Ketan Rajeev Suresh Umang We implement and maintain reasonable cybersecurity
Desai Mehta Grover Vaswani Nahata practices and procedures appropriate to the nature of the
Financial Management ✓ ✓ ✓ ✓ ✓
information we maintain, including the relevant technical,
Technology ✓ ✓ ✓ ✓ ✓
Mergers and Acquisitions ✓ ✓ ✓ ✓ ✓ administrative and physical procedures to prevent loss,
Global Business Perspective ✓ ✓ ✓ ✓ ✓ misuse or alteration of personal information. Our platforms
Strategy and Planning ✓ ✓ ✓ ✓ ✓ enable us to monitor and measure data accuracy on a
Governance and Compliance ✓ ✓ ✓ ✓ ✓
continuous basis. We only use data from reputable sources,
Risk Management ✓ ✓ ✓ ✓ ✓
Operations and General ✓ ✓ ✓ ✓ ✓ and we have quality control systems to improve accuracy,
Management along with tools to help data providers improve the data they
supply to us.
Board Committees
Compliance
The Board has delegated its authority to various Board
Committees with the mandate to deal with governance issues At Mastek, we ensure that all regulations are respected in
and report to the Board on their activities quarterly. Each letter and spirit. We abide by all the laws and uphold the
committee operates under specific terms of reference that highest standards of transparency and accountability. During
set out its role and responsibilities, composition, and scope of the reporting period, no significant fines or non-monetary
authority. These are reviewed on an annual basis. sanctions for non-compliance were levied on our Company.
No legal actions were taken regarding anti-competitive
• Audit Committee behaviour or violation of anti-trust or monopoly legislation.
• Nomination and Remuneration Committee Compliance is an essential element of our culture of integrity
• Stakeholders Relationship Committee that calls for responsible conduct from all our employees,
• Corporate Social Responsibility Committee Directors, and third-party business partners are in accordance
• Risk Management and Governance Committee with all applicable laws, internal codes, and policies.
Board Experience Board Age Profile

Internal Control Framework
(%) (%)
We have put in place an adequate internal control system to
11-20 years 36-55 years
safeguard our Company’s assets and to ensure operational
56-70 years
>30 years excellence. Our internal controls framework covers financial,
>70 years
operational, compliance, and information technology
20 20 20 controls, as well as risk management policies and systems.
The system also diligently records all transaction details and
ensures regulatory compliance. We have well-established
80 60 risk management processes embedded within the business
that enables us to identify, evaluate, record, and monitor
significant risks.
Mastek Limited
Board of Directors
Fostering Shared Success
Ashank Desai Ketan Mehta

Chairman Non-executive and Non-independent Director
RMGC SRC AC CSRC AC NRC SRC
Mr. Ashank Desai is an Information Technology (IT) Mr. Ketan Mehta has a Management Degree from the Indian
Industrialist and holds a B.E. from Mumbai University, Institute of Management (IIM), Ahmedabad and has significant
securing the second rank in the University. Having a experience spanning four decades in the Information
M. Tech Degree from the Indian Institute of Technology (IIT), Technology Industry.
Mumbai, he also holds a Post Graduate Diploma in Business
Mr. Ketan Mehta co-founded Mastek in 1982 and is also a
Management (PGDBM) from IIM Ahmedabad.
Board member. He earlier also served as a member of the
Mr. Desai is the Principal Founder and Chairman of Mastek Board of Directors of Mastek until June 1, 2015, after which
and has more than four decades of rich and diverse he focused exclusively on the Majesco business. During his
experience in the IT industry. Mr. Desai held the position of long stint with Mastek, Majesco and its affiliates, he has
Chairman and Managing Director of Mastek earlier. He brings handled multiple functions including sales, delivery, and
with him valuable experience in managing the issues faced general management. He was the driving force behind the
by large and complex organisations. The Company and the conceptualisation and execution of Majesco’s insurance
Board immensely benefits by leveraging his demonstrated strategy, including acquisition and integration of seven
leadership capability, general business acumen and insurance technology companies over the last thirteen years.
knowledge of complex financial and operational issues Prior to that, he also spearheaded Mastek’s joint venture with
faced by the Company. Deloitte Consulting.
Mr. Desai is widely recognised as an IT industry veteran and is From October 2018 to September 2020, Mr. Mehta served
one of the founder members and Past Chairman of NASSCOM. as Chairman of the Board of Majesco (USA entity), when he
He has been felicitated by Prime Minister Shri Narendra Modi played a pivotal role in selling Majesco business to private
for his contribution to NASSCOM & IT Industry. equity firm—Thoma Bravo. Prior to that, he served as the
President of Majesco (USA entity) from 2000 until March 2019,
He also guides Mastek Foundation, whose mission is to enable
and Chief Executive Officer of Majesco (USA entity) from
“Informed Giving and Responsible Receiving”. He has been
July 2011 to October 2018.
conferred with the “Distinguished Alumnus” Award from IIT
Mumbai and the Computer Society of India (CSI) “Fellow of
the Society” honour. He has also been presented with the
Honourable Contributors Award by ASOCIO — the only Indian
to receive this recognition twice. He was conferred with the
much-coveted Outstanding Entrepreneur Award at the Asia
Pacific Entrepreneurship Awards (APEA) 2010 India.
AC Audit Committee RMGC Risk Management and CSRC Corporate Social SRC Stakeholders’
Governance Committee Responsibility Committee Relationship Committee
Rajeev Grover Suresh Vaswani Umang Nahata

Independent Director Independent Director New Shareholders' Nominee
Director (Non Executive)
AC NRC RMGC CSRC NRC AC SRC
Mr. Rajeev Grover is a B. Com (Hons.) graduate Mr. Suresh Vaswani is an Mr. Umang Nahata was the
from Shri Ram College of Commerce, University independent director at founder and CEO of Evosys
of Delhi. He is a member of The Institute of Mastek. He is a seasoned Global (Evolutionary System Private
Chartered Accountants of India and The Institute Technology and IT services Limited) which under his
of Company Secretaries of India and has over Leader with an exceptional leadership had grown to
3 decades of rich and diverse experience across track record for building, become one of the top Oracle
Finance, Operations, General Management & scaling, and transforming Cloud partners globally. He
Business Transformation. He has worked in business. He has served as the was also the CEO of Mastek’s
multiple Professional Services and Financial President of Dell Services, Oracle Business and President
Services organisations like Mercer Consulting, Co-CEO and board member of Mastek North America, APAC,
Hewitt Associates (now Aon Hewitt), eFunds Corp. Wipro and General Manager at and ME. He is a Chartered
(now part of FIS), GE Capital International Services IBM Global Technology Services. Accountant by qualification.
(now Genpact) and American Express. Mr. Nahata has also worked for
He today serves on boards of
other well-known IT Service
He has been one of the pioneers of the Business a spectrum of companies from
Companies in the past.
Process Outsourcing industry in India and has led Publicly Listed to Private Equity
the setup for three organisations in the country. owned to next generation He joined the Board of
In his last role at Mercer Consulting, he served as growth/early-stage firms. He Mastek as a Non-executive
the Global Head of Operations wherein he was is an alumni of Indian Institute Non-Independent Director in the
responsible for driving Operational excellence of Technology, Kharagpur capacity of New Shareholders’
across multiple lines of business represented and Indian Institute of Nominee Director.
by over 9,000 employees, across 25 countries Management, Ahmedabad.
including shared service centres spread across
India, Poland, Portugal, China and Ireland.
He is a Founder Director of ExempServ Professional

Services Private Limited, which provides
value-added financial reporting, compliance and
allied services to social sector organisations. He is
also a Non-executive Treasurer of SOS Children’s
Villages of India, which is one of the largest
self-implementing independent non-governmental
social development organisations focused on
children’s development.
NRC Nomination and Chairperson Member

Remuneration Committee
Mastek Limited
Management Team
Delivering Excellence
with Expertise
Hiral Chandrana Arun Agarwal Prameela Kalive

Chief Executive Officer, Chief Financial Officer, Chief Operating Officer
Mastek Group Mastek Group
Abhishek Singh Prajakta Talvelkar

President UKI & Europe Chief Marketing Officer
Raman Sapra Surya Nunna Vimal Dangri

President & EVP — Asia Pacific, Chief Legal and
Chief Growth Officer Middle East and Africa Compliance officer
Ritwik Batabyal Vijay Iyer

Chief Technology & President Americas
Innovation Officer
Mastek Limited
Risk Management
A Proactive and Disciplined

Approach to Risk Mitigation
We aim to foster a culture of effective risk management by encouraging
appropriate and monitored risk-taking to achieve our strategic priorities.
We analyse internal and external factors that could have an Governance Committee of the Board, and is implemented
impact on our operations, finances, reputation, and other by the various teams responsible for different aspects of the
business areas. The goal of our risk management policies is business, functions, and geographical locations.
to develop strategies and plans to mitigate or avoid risks
• Identification and management of risk at micro, macro,
and to ensure that our Company can continue to operate
functional, geographic, strategic, and operational levels
effectively and achieve our goals, even in the face of
uncertainty or adverse events. • Setting the strategy and process for managing the
identified risk
Mastek has established a risk management framework
• Implementing a Risk Management process with the proper
that includes a wide range of protocols and programmes
understanding of the risk and monitoring mechanism
to address potential risks associated with delivering
products and services to clients. This framework and our • Driving risk awareness within the organisation that
risk management policies has been designed to ensure that includes appropriate training
risks are effectively managed to meet our business goals. • Periodic updates and reviews by local entity Boards and
We foster a risk-aware culture that encourages Mastekeers the Mastek Board
to openly discuss risk-related decisions, thereby creating
an environment in which they can be transparent about
potential hazards and their outcomes. The Risk Management
framework has been approved by the Risk Management and
A summary of our principal risks and mitigation strategies is provided here:
Risks Risk Management Plan

Growth Risk
We are living in an era of disruption. Our Company is We continue to diversify our business and service
prone to a significant and unfavourable shift in returns on portfolio along with building deep relationships with
capability investments due to fluctuations in industry or our customers at multiple levels, which enables us to
customer preferences. The risk of innovation or change understand various factors and create value, supporting
in its customers’ business, or product portfolio mix may the business life cycle of our customers.
impact our Company directly or indirectly. We have
revenue concentration in few sectors in the UK, and
any sector-specific event or risk may affect business of
our Company.
M&A-Related Risk
A merger or acquisition involves multiple moving parts. We pursue such deals comprehensively, addressing the
New stakeholders, cross country regulations, different identification, agreement, and closing through stringent
cultures, and the need to work seamlessly, add to the diligence and valuation criteria and managing the
complexity and associated risk of limited integration or post-closing integration through effective planning,
value extraction. execution, and high standards of corporate
governance practices.
Post-acquisition integration of acquired entities and
businesses is as critical as the acquisition itself. A failed We recognise this fact and address integration in a
integration may devalue not just the acquired business but comprehensive and methodological manner, with
also have an impact on our Company. highest focus on the integration of culture and
manpower processes.
Country Risk
Our Company has operations in APAC, the UK, Europe, We have a healthy mix of centralised and local processes
MENA, India, and Americas. Such vast operations across and resources that enables appropriate responses to any
geographies exposes our Company to various political and risk event.
regulatory risks.
Competition-led Risk
Our Company operates in a multi-vendor environment. These risks are partially offset by strong domain
The business faces the risk of ‘consolidation’ with other expertise, robust delivery capabilities and significant
vendors if customers are looking for single sourcing or project experience.
vendor consolidation. The business is further at risk
due to the innovation and disruption brought on by
the competition.
Dependence on Key Personnel

The Information Technology industry is facing acute We encourage an entrepreneurship culture within the
shortage of talent. With the accelerated adoption of organisation and offer new challenges and opportunities
technology owing to the pandemic, the demand for talent for employees. Significant investments have been made in
has gone up disproportionately that may not match with recruitment and training procedures to enable
the talent availability. self-learning and certification tools to increase
employability. We continuously endeavour to have an
effective succession plan in place to mitigate these risks.
Client and Account Risk

Our strategy is to engage with customers and build We have the benefit of being well entrenched with our
long-term relationships with them. Any shift in customer customers. In most cases, we are involved with the
preferences, priorities, and internal strategies can have an customers’ planning initiatives, thereby addressing any
adverse impact on our operations and outlook. risks arising out of client concentration.
Contractual, Execution and Delivery-Related Risks

Our Company faces delivery and execution risk arising out We have strong operational review and quality check
of changing customer requirement, comprehension of those mechanisms in place to mitigate such risks.
requirements, and timeliness of the response. Any inability
to adhere to delivery timelines or requisite quality can
adversely affect our relationship with the customer. Any
termination or modification of contracts and non-fulfilment
of contractual obligations by clients due to their financial
difficulties or changed priorities or other reasons, can
expose our Company to operational risks.
Mastek Limited
Risk Management

Cyber Security Risk
The risk of cyberattacks is ever-present. It can cause At Mastek, we make continuous investments to upgrade
reputational damage, significant business loss to customers, our security infrastructure. These include endpoints
penalties, and legal and financial liabilities to Mastek, in solution (on desktops/laptops and servers) with enhanced
addition to having an impact on business operations. threat monitoring and controls, including Live Malware
Protection, Deep Learning Malware Detection, Exploit
Prevention, Potentially Unwanted Application (PUA)
Blocking, Automated Malware Removal, Malicious Traffic
Detection, Ransomware File Protection (CryptoGuard),
Download Reputation and Peripheral Control. We also
carry out periodic testing to ensure effectiveness through
vulnerability assessment and penetration testing, data
backup, strict access control, enterprise-wide training
and awareness programme on information security, data
leak prevention tools, review, and implementation of
stringent security policies and procedures, among others.
Litigation Risk
Considering the scale and geographic spread of the At Mastek, we have in-house legal counsels and a network
operations, litigation risks can arise from commercial of reputed global law firms in countries of operations
disputes, employment-related matters, a perceived to assist the Management team with any potential and
violation of intellectual property rights, among others. real litigations. We also have a mechanism to track
and respond to notices and defend ourselves in all
claims and litigation. We continuously strengthen our
internal processes and controls to ensure compliance
with Contractual obligations, information security, and
protection of intellectual property to avoid litigation.
Data Protection Risk

Protection of personal data continues to attract greater Our Company has various controls in place governed
scrutiny by the regulators on the back of extra-terrestrial by data privacy policies covering applicable laws and
laws, such as GDPR in Europe, Data Protection Act in the geographies. Policy framework ensures technology
UK, and CCPA in the state of California in the United States. controls, training, and awareness of staff when working
These legislations carry severe consequences for non- with privacy data to foster a responsible culture,
compliance or breach and violation of data protection laws review, and negotiations of vendor contracts to support
or security breaches can result in substantive liabilities, compliances, implementation and maintenance of data
fines or penalties, and reputational impact. transfer agreements, and periodic reviews and audits to
assure compliance.

Reputational Risk
Our clientele includes large and reputed organisations. We have strong internal procedures built on ethical
Due to our business and exposure across various sectors principles. Each representative of our Company, whether
and geographies, we could be exposed to scrutiny by an employee or a third party, ensures they adhere to
government authorities and even the media. these principles when managing our Company and clients’
businesses. We have a rich history and are well-known in
the industry for our strong governance practices.
ESG Risk
Our Company operates at global scale with diverse As part of our Risk Management framework, ESG is
workforce, services multiple sectors and is regulated under integrated across all elementary actions like the
various jurisdictions. With this exposure, we face a variety decision-making process, thereby adding ESG risk
of ESG-related risks, with some of them being potentially management within business processes. Our Company
material, and may cause financial or reputational damage. treats ESG risks as a regular business risk, and
hence, its management is part of our standard risk
reduction process.
Statutory
Reports
Management Discussion and Analysis 64
Directors’ Report 76
Corporate Governance Report 111
Business Responsibility 147
and Sustainability Report
Financial
Statements
Standalone Financial Statements 166
Consolidated Financial Statements 234
Shareholder
Information
Notice of 41st Annual General Meeting 309
Frequently Asked Questions (FAQ’s) 325
Corporate Information 332
Office Locations of Mastek Group Entities 334
Mastek Limited
Management Discussion
and Analysis
Macroeconomic Review
Global Economy
Global economic growth moderated to
3.4% in 2022, as escalating geopolitical
tensions, continued dislocation in supply
chains and historically high inflation
levels weighed down heavily. Although
inflation pressures had already built up
owing to the massive liquidity injected
into the system to tide over the
pandemic, the outbreak of the Russia-
Ukraine conflict further pushed energy
and commodity prices sharply higher.
Further, the imposition of economic
sanctions on Russia, one of the world’s
leading oil and gas producers, pushed
the Euro Area to the brink of an energy
crisis, given the region’s excessive
dependence on Russian gas. In addition,
China adopted a stringent ‘Zero Covid’
policy to curb the relapse of the
Covid-19 spread for most part of the
year, keeping supply chains in disarray.
To rein in runaway inflation, central

banks of major economies led by the
US Fed undertook an aggressive and
synchronised monetary tightening,
pushing interest rates to multi-decade
highs and further dampening the
expansion of global economic output.
It also raised fears of a financial crisis,
with a few banks in the US and Europe
collapsing. However, China’s earlier-than
expected re-opening in November 2022
helped recoup some losses in economic
output, while a milder winter in Europe
helped avert a near-term energy crisis.
Growth was driven by emerging market
and developing economies, especially
India and China, while advanced
economies stagnated.
3.4%
Global economic growth
in 2022
Management Discussion and Analysis Overview Reports Statements Information 65
Global GDP Growth Trend (%) India GDP Growth Trend (%)
2022 2023F 2024F
World 3.4 2.8 3.0 8.7

Advanced Economies 2.7 1.3 1.4 7.2
6.5
US 2.1 1.6 1.1
Euro Area 3.5 0.8 1.4
UK 4.0 (0.3) 1.0
Other Advanced Economies 2.6 1.8 2.2
Emerging Market and Developing 4.0 3.9 4.2 (6.6)
Economies
China 3.0 5.2 4.5
India 6.8 5.9 6.3
Source: International Monetary Fund (IMF) World Economic Outlook–April 2023
Outlook
FY21 FY22 FY23 FY24F
The IMF expects global GDP growth The Government’s continued thrust on
Source: CSO Estimates/RBI
to bottom out to 2.8% in 2023, massive public capital expenditure to
before stabilising at 3.0% in 2024. attract private investment and boost
The reopening of China’s economy demand bodes for its long-term fiscal Outlook
has paved the way for a faster-than- health. Further, supportive industrial According to the RBI, the Indian
expected recovery. Although global policies such as the Production Linked economy is projected to grow at
inflation is expected to fall from 8.7% Incentive (PLI) are playing a major 6.5% in FY24, driven by a rebound
to 7% in 2023, and 4.9% in 2024, but role in enhancing the competitiveness in rural demand, steady growth in
still remain above the pre-pandemic of domestic manufacturing and contact-intensive services and easing
levels of about 3.5%. Easing inflation services. With global business looking inflation. The central bank has already
and strong employment data point to at diversifying their supply chains taken a pause in its rate hiking cycle,
a softer landing in the US, while the away chronic China dependence, India expecting inflation to average 5.1% in
Euro Area is likely to witness muted could very well emerge as a preferred FY24, within its comfort range of 2-6%.
growth, with the UK expected to be in destination for sourcing. Further, the Strong manufacturing and services PMI
a technical recession in the near term. country’s robust digital infrastructure, point to robust economic activities
This could prompt the central banks to focus on clean energy transition, and while buoyant tax collections provide
keep interest rates higher for longer, multimodal logistics development the Government ample headroom to
and any reversal in the 15-month rate have started to boost productivity and continue spending on infrastructure
hiking cycle will be ‘data dependent.’ improve efficiency. In addition, India and logistics development. If the global
has been digitalising at a rapid pace, economic headwinds dissipate earlier
Indian Economy
with growing broadband penetration than estimated, it could further bolster
The Indian economy grew at a faster- and falling data usage costs. It is not India’s growth prospects.
than-expected rate, at 7.2% during only revolutionising last delivery of
FY23, as the domestic tailwinds far government schemes, but also fuelling
outweighed the global headwinds. entrepreneurship and the emergence of
India also became the world’s fifth- a vibrant startup ecosystem.
largest economy in the world and
remained the fastest-growing among
the G20. Although India too confronted
high inflation, prompting the Reserve
Bank of India to undertake a series
of policy rate hikes, the intensity and
magnitude was much lower that of
other major economies in the world.
With robust corporate balance sheets
and well-capitalised banks, the higher
interest rates were not detrimental
to consumption or investments. The
Indian rupee weakened relative to the
US dollar, which strengthened owing to
its ‘safe haven’ status, but it continued
to perform well vis-à-vis other major
currencies. Fiscal deficit remained
under control.
Mastek Limited
Industry Review
Global IT Industry
Despite the macroeconomic challenges productivity and automation, among market is experiencing a notable
like high inflation and interest rates, other initiatives. shift, with price driving incremental
global IT spending is expected to grow spending, rather than increased usage.
The IT services segment will continue
by 5.5% to USD 4.6 trillion in 2023,
growing through 2024, largely driven
according to the latest Gartner report
by 30% growth in the Infrastructure-as-
(April 2023). Businesses are expected to
a-Service market in 2023. At the same
continue on their digital transformation Emerging technology like IoT,
time, spending on devices is likely to
journey to optimise costs, reimagine robotics, and mixed reality are
contract by 4.3%, as buying decisions
revenue streams, enhance value driving additional spending,
are deferred on account of lower
proposition of their products and with IDC projecting that new
purchasing power and the absence of
services, though the growth is likely technologies will hit USD 1.36
incentives. Further, enterprises will
to be divergent across segments. The trillion1 in 2023, adding nearly
continue spending on maintaining
software segment is projected to grow 30% to the expected spending on
existing on-premises data centres, but
at 12.3%, as businesses continue to traditional items.
new spending will be directed towards
spend on sharpening their competitive
cloud options. The cloud services
edge through increased higher 1 CompTIA Research Report Nov2022
Global IT Spending Forecast (USD million)

2022 2023 2024
Spending Growth (%) Spending Growth (%) Spending Growth (%)
Data Centre Systems 216,095 13.7 224,123 3.7 237,790 6.1
Devices 717,048 (10.7) 684,342 (4.6) 759,331 11.0
Software 793,839 8.8 891,386 12.3 1,007,769 13.1
IT Services 1,250,224 3.5 1,364,106 9.1 1,502,759 10.2
Communications Services 1,424,603 (1.8) 1,479,671 3.9 1,536,156 3.8
Overall IT 4,401,809 0.5 4,643,628 5.5 5,043,805 8.6
Source: Gartner (April 2023)
Indian IT industry
The Indian IT industry accounted for embark on cautious cost optimisation applications and Software-as-a-Service
nearly 7.4% of India’s GDP in FY23, and efficiency programmes, leading (SaaS), which will ultimately drive
which is expected to grow to 10% to a lower spending on data centre software spending growth in 2023.
by 2025. Gartner forecasts India’s IT systems and increased spending on IT The acceleration in cloud migration is
spending to grow 0.7% in 2023 to USD modernisation and growth initiatives. projected to fuel IT services spending
108.5 billion, as Indian enterprises This typically involves investments in to reach USD 21.9 billion in 2023.
India IT Spending Forecast (USD million)

2022 2023
Spending Growth (%) Spending Growth (%)
Data Centre Systems 3,682 15.3 3,549 (3.6)
Devices 46,397 (3.9) 44,139 (4.9)
Software 12,804 14.1 14,483 13.1
IT Services 20,539 6.9 21,860 6.4
Communications 24,427 0.2 24,517 0.4
Services
Overall IT 107,848 1.5 108,547 0.7
Source: Gartner (April 2023)
According to Nasscom, FY23 was a tech industry revenue to have grown to Manufacturing and Telecom/Hi-Tech.
year of sustained revenue growth for USD 245 billion, reflecting an addition The industry remained a net hirer with
the Indian IT industry. The current of USD 19 billion over FY22, driven by additions of ~300,000, employees,
volatile and uncertain global economic IT services, BPM, Software, among taking the total employee base to over
environment fuelled the demand others. Exports are expected to have 5.4 million.
for digital acceleration, making grown by 11.4% in constant currency to
it a strategic imperative to drive reach USD194 billion, driven by growth
innovation, transformation, and cost- across all major markets—the US and
efficiency. Nasscom estimates Indian APAC—and core sectors such as BFSI,
Powered by its robust digital age skilled talent pool with a strong by partnering with enterprises to
infrastructure and growing digitally entrepreneurial mindset, coupled with unlock the power of data, modernise
skilled workforce, India has emerged cost competitiveness and conducive applications to the cloud, and
as a ‘Digital Talent Nation’. Globally, business environment, provides a accelerate digital advantage for
India has the largest pool of AI springboard to propel future growth. all stakeholders.
skilled talent, the second largest Nasscom estimates that the Indian
Our strong engineering mindset and
AI/ML BDA talent, and ranks third Industry revenue could accelerate to
solutions-based approach enable us
in terms of availability of Cloud USD 500 billion by 2030.
to expand rapidly and provide clients
professionals. Further, with continued
with innovative capabilities to help
investments by the government and Company Overview
them achieve their goals. To drive
enterprises in emerging technologies, Mastek is a trusted digital engineering growth in our front-to-back office digital
domestic revenues are witnessing a and cloud transformation partner transformation capabilities, we are
sustained uptick. that delivers innovative solutions and focused on expanding partnerships with
Outlook business outcomes for clients across major technology companies such as
industry verticals: Government/ Public Oracle, Microsoft, and Salesforce.
India’s robust technology ecosystem has
sector, Healthcare and Life Sciences,
a significant role to play in sustaining its We are on a mission to Decomplex
Retail, Manufacturing and Financial
higher economic growth trajectory in Digital and make businesses
Services. We enable customer success
the next decade or so. Further, its new- future ready.
and business change programmes
Business Review
Revenue by Service Offerings
FY23 FY22
Service Offerings
Revenue (D in lakhs) Share (%) Revenue (I in lakhs) Share (%)
Digital & Application Engineering 111,071 43.3 99,428 45.5

Oracle Cloud & Enterprise Apps 81,619 31.8 72,000 33.0
Digital Commerce & Experience 46,263 18.1 25,789 11.8
Data, Automation, and AI 17,386 6.8 21,167 9.7
Total 256,339 100.0 218,384 100.0
Revenue by Geography
For the year ending on March 31, 2023, operating revenue for UK & Europe was I 158,761 lakhs, representing a growth of 6.9%
compared to the previous year’s operating revenue of D 148,485 lakhs. North America contributed D 62,576 lakhs to the total
revenue, showing an increase of 62.3% from the previous year’s contribution of D 38,556 lakhs. The Middle East contributed
I 23,350 lakhs to the total operating revenue, showing an increase of 22.9% compared to I 19,006 lakhs in the year earlier. The
Rest of the World, which includes India and Asia Pacific operations, contributed I 11,652 lakhs to the total operating revenue,
down 5.6% from I 12,337 lakhs in the year-earlier period.
FY23 FY22
Geography
UK & Europe 158,761 61.9 148,485 68.0

North America 62,576 24.4 38,556 17.7
Middle East 23,350 9.1 19,006 8.7
Rest of the World 11,652 4.6 12,337 5.6
Total 256,339 100.0 218,384 100.0
Revenue by Customer Segment

FY23 FY22
Customer Segment
Government & Education 107,132 41.8 82,023 37.6

Health & Life Science 42,482 16.6 51,247 23.5
Retail & Consumers 37,398 14.6 32,548 14.9
Manufacturing & Technology 39,124 15.2 28,254 12.9
Financial Services* 30,203 11.8 24,312 11.1
Total 256,339 100.0 218,384 100.0
*Financial Services includes consultancy/ professional services
Mastek Limited
Key Highlights for FY23

• Acquisition of MST: Mastek
acquired MST Solutions, a Salesforce
consulting firm, in July 2022, which
is expected to bolster our presence
in the healthcare and public sectors
in the US and further diversify our
revenue streams geographically.
We aim to expand our Salesforce
capabilities to other regions, such
as the UK and the Middle East,
thereby creating a global Salesforce
practice. The acquisition was
financed by USD 30 million in debt
and the rest from internal accruals.
• Strategic investment in Volteo
Edge: An Edge Intelligence SaaS
Company in the Connected
Enterprise Space and ServiceNow
ecosystem, Volteo Edge will
accelerate Mastek’s ability
to penetrate the emerging
connected enterprise market. We
aim to strengthen our customer
USD32 million+
Multi-year deals with the
UK government that spans several
departments. Mastek is one of the
20 suppliers chosen for the
service management and field Home Office programme. Nearly 70% of our revenue
engineering services to a more comes from mission-critical,
secure, intelligent, responsive, and public-sector businesses, which
connected ecosystem. Business Performance demonstrates strong momentum,
Mastek has been present in the with larger framework and strategic
UK and Europe
UK for over three decades and has downstream deals. We are emphasising
In 2022, the UK’s technology industry established presence across key deeper account mining and cross-
was valued at USD 1 trillion (€942 areas of national infrastructure, such selling through our service line
billion), significantly above Germany’s as borders, immigration, defence, strategy, with a target to increase the
at USD 467.2 billion, and France’s at custom and security. We are a share of Healthcare & Life Sciences.
USD 307.5 billion. This makes the UK’s trusted Digital Engineering and Cloud
technology industry the top ecosystem Transformation Partner for both public
in Europe1. The UK IT spending is and private sector enterprises. Despite
expected to grow to USD 218.7 billion2 the macro uncertainties, we have
in 2023, despite the turbulence in the demonstrated significant resilience,
global market. This is attributed to given our strong positioning in digital
the UK’s favourable approach to tech transformation initiatives. We have
regulation that encourages innovation, been working with top civil servants
ongoing support for start-ups, and the and the private sector, with the UK
government’s ambition to enhance the and Europe contributing 61.9% to our
digital skills of its citizens. IT vendor total revenue.
prices are increasing due to inflation
compounded by the weakening of the We offer our services to four of
British pound and the Euro relative to the five major IT spenders in the
the US dollar. The UK’s government, market and one of the strongest in
education, and healthcare sectors are SaaS offerings. Our UK public sector
experiencing significant growth due business, particularly digital services,
to increased IT spending, on the back has a considerable portion onshore.
of the rise of remote work, remote We have successfully transitioned
education, and telehealth services. several engagements into reasonably
long-term ones, providing us with more
1 https://www.gov.uk/government/news/ visibility and predictability in terms of
uk-tech-sector-retains-1-spot-in-europe- future revenues. The DSP programme
and-3-in-world-as-sector-resilience-brings-
is a multi-phase initiative in the
continued-growth
2 https://www.gartner.com/en/newsroom/
press-releases/2022-11-09-gartner-
forecasts-it-spending-in-emea-to-grow-3-
percent-in-2023
Key Highlights for FY23 the volatile environment in the United States
• We won USD 32mn+ multi-year deals UK. However, the core public According to Forrester, the US’
with the Home Office. This vertical sector service business has technology spending growth will
is expected to be a growth driver in demonstrated resilience despite moderate to 5.4% in 2023 due to the
FY24 as well. these circumstances. ongoing macroeconomic challenges,
• As a strategic partner, we won • Participating in some large from 7.4% in 2022. Businesses have
a multi-year contract to deliver framework in the area of border slowed down their spending, as the
Integration services for migration security, immigration, and trade 450 bps cumulative hike in policy rates
under Borders Portfolio’s Future related services, which are likely by the US Fed to curb inflation has
Borders and Immigration Services to drive growth, going forward. increased the cost of capital. Software
(FBIS) programme. FBIS allows the • The UK public sector’s significant has been the largest contributor to
UK government to deliver points- healthcare project is still the growth in technology spending
based immigration services. experiencing delays. Despite this in the US, accounting for 34% in 2022
setback, there is a positive outlook and projected to reach 42% in 20273.
• Mastek will be a leading MIS
on the overall growth potential Going forward, US businesses are
provider for 15,000 schools across
of the healthcare vertical. We likely to direct their IT spending on
the UK, providing the tools to
have won multiple deals with increasing productivity, enhance their
efficiently manage daily school
the customer, however, we see competitiveness and optimise their
life and drive improvement in
consistent delay in commencement domestic and international revenues.
learning outcomes. We are the sole
development partner for the SIMS7 and hence impacting revenue Business Performance
platform, enabling UK schools to realization in the short term.
In the US, Mastek has gained market
comply with statutory changes. We expect this trend to reverse
visibility and recognition as we have
by the end of FY24 with project
• Working with the Health ALB been acknowledged as a disruptor in
commencement/ramp up
to build and deliver their new the Oracle cloud space and recognised
notifications where contracts
jobs service, we will build a by top advisors and analysts in the
have already been awarded to
new platform using open-source US. Our account mining strategy has
us. Additionally, we are building
technologies—more cost-effective started to deliver results, with our
capabilities to drive expansion
than off-the-shelf licensing models. top 25 clients accounting for 70% of
into private sector healthcare and
This would improve the quality of our revenue in the market. Instead of
life sciences vertical to augment
applications and reduce the time relying only on channel-led pipeline,
growth in line with our global
it takes to hire for new roles in the we are now directly connecting with
strategic priority.
NHS. This will be used by 6,500 GPs clients, with an aim to acquire and
and trusts across the UK. mine more Fortune 1000 customers.
• Anticipating challenges in securing
government service orders due to
24.4%
US market total revenue
With Acquisition of MST, we have
got relationship with state and local
government, with deep regards and
contribution
acknowledgment for the work we do
for them. This opens up significant
account mining opportunity for Mastek
as a group.
We recently introduced Glide 4.0, a

framework and platform that will help
accelerate cloud transformation and
innovation acceleration. We recognise
the significant spending and talent gap
within the Salesforce ecosystem and
are optimistic about medium to longer-
term growth prospects. Post the Meta
Soft Tech Solutions (MST) acquisition,
our integrated offerings across
cloud, transformation, architecture,
customer experience, data and
business intelligence have strengthened
significantly. Our focus is on the
Healthcare, Hi-tech, Manufacturing
verticals, along with the new vertical of
3 https://www.forrester.com/report/
us-tech-market-forecast-2022-to-2027/
RES178714
Mastek Limited
local/state government solutions, • Over the next 2-3 years, Mastek USD 26.68 billion in 2022 to USD 24.97
to accelerate growth. would be doing few more billion in 2023.
acquisitions in areas like cloud Business Performance
The US market contributed 24.4% to our
platforms (Azure, AWS, etc.) and
total revenue in FY23, progressing in Thanks to our successful partnership
data/automation to fill gaps in
line with our strategy. with Oracle, our strong focus on
the offerings.
industry-specific solutions, and our
Key Highlights for FY23
MENA utilisation of digital services, we are
• Mastek was recognised as a ‘Product now in an excellent position to compete
According to Gartner, IT spending in
Challenger’ in the ISG report ‘Oracle for and win major deals across various
the Middle East and North Africa region
Ecosystem 2022’ for the US market. practice lines and industry verticals. We
is expected to reach USD 175.5 billion
• Appointed Mr. Vijay Iyer as President this year, a 2% increase from USD 171.9 are confident that, besides our Oracle
of Americas who will be driving the billion in 20224. The transition towards service line, we will expand into digital
entire Americas business leveraging a knowledge-based economy was services and application engineering.
Mastek’s differentiated portfolio of hastened by the increased adoption of Rising tech start-ups as well as
offerings in Cloud, Enterprise IT and renewable energy and the subsequent increased IT spending is viewed as
Digital Engineering and Experience. drop in oil prices. Further, the advent of positive for Mastek providing us growth
• Salesforce Business (MST) and 5G, the rise in the digitally skilled local opportunities. Our operations from
Banner Health launched self-service workforce, and the rapid digitalisation the Middle East, and APAC including
Medicare shop & Enroll portal. Case of banking and retail sectors are Australia and India contributed I 35,002
Study recognised as 'Standout creating a conductive environment for lakhs, representing 13.7% of the total
by ISG'. growth in IT spending in the region. operating revenue in FY23.
• We were chosen as the strategic Communication services will experience Key Highlights for FY23
partner for providing Oracle the highest IT expenditure in the MENA
• Mastek has been involved in
Financials Cloud and Oracle HCM region in 2023, with an estimated
a unique endeavour by one of
Cloud support to a government spending of USD 115.13 billion.
the world’s largest sovereign
administration in Florida responsible Meanwhile, software is expected to
wealth funds, offering a wide
for public services and utilities. record the highest growth at 9.8%, with
range of commercial helicopter
Mastek will provide tailored support an estimated spending of USD 13.34
transportation services, air
and flexible services to address the billion. In line with global IT spending
ambulance services, as well as
client’s most demanding application trends, spending on devices is expected
luxury and sightseeing trips. We
challenges. We will help optimize to decrease by 6.4% from
will implement Oracle EPM and
technical, staff, and security
4 https://www.khaleejtimes.com/business/
operations with configurable gartner-forecasts-it-spending-in-mena-to-
service options tailored to the grow-2-in-2023
organisational needs.
• We will set up the first-ever
Offshore Development Centre
in India and provide Managed
Services for a client that offers
individual, family, group, Medicare,
and Medicaid health insurance
and related services to its nearly
2 million customers in the US.
In addition, Mastek will enable
the customer to deliver SLAs to
their business stakeholders and
enhance transparency to their
leadership team.
• The acquisition of MST has
exceeded expectations according
to the acquisition plan, and we
remain highly enthusiastic about
the potential for synergies. We are
currently capitalising on cross-
selling and co-selling opportunities,
pursuing multiple integrated
deals, and experiencing an upward
momentum in overall growth.
HCM Cloud solutions, and manage Cloud ERP as well as provide better Business Outlook
support for Oracle Financials, SCM, support to its workforce using We are optimistic about the strong
and HCM Cloud. This will enable Cloud HCM. momentum in business, led by our
the client to achieve a more unified • Mastek is selected to implement three year strategy, especially in
user experience and simplified Oracle ERP Cloud, 5 years managed the healthcare and public sector
administration across different services contract, and 9 years of pipeline, and promising accounts in
business functions, accurate and Mastek Warehouse 360 contract. manufacturing and retail. Demand for
transparent reporting along with Through this implementation, Mastek’s services across service lines
a more productive workforce, the customer will leverage a remains healthy, and we expect to
better customer support, and contemporary system supported by continue adding value to our investors.
higher profitability. a fit-for-purpose Target Operating We have several large and integrated
• Mastek partnered with a company Model, promote best practices deals lined up for FY24, in addition
that is the largest integrated to achieve efficiencies and cost to joint activities with MST Solutions
network of hospitals, clinics, saving benefits and uplift financial which we acquired in FY23. In terms
diagnostics, insurance, pharmacies, management capabilities to support of order book and revenue, we are
health tech, procurement and more. current and future business needs. seeing momentum building up in our US
We will completely transform the • As a result of the war situation in region together with UK public sector
client’s homegrown ERP system. Europe, we made the decision to and AMEA region. Our Account mining
Mastek will implement an Oracle reallocate some of our investments playbook is deployed in 32 identified
Cloud solution which will simplify from European countries (excluding accounts globally which will help
the client’s financial processes, the UK) to the Middle East. This strengthen our relationship and expand
enable it to gain better control over strategic move yielded significant average revenue per customer in FY24.
data quality and consistency through growth and positive results for us. Our Salesforce unit is also expected
Mastek Limited
to experience high growth across

various geographies.
Opportunities and Threats

Despite potential challenges on the
horizon, there are compelling reasons
to believe that the technology industry
will successfully navigate the uncertain
business landscape. Technology has
evolved from being important to
being indispensable in our daily lives,
and this trend is expected to persist,
especially with the rapid growth of
emerging technologies like artificial
intelligence (AI). During economic
downturns, companies often turn to
technology to enhance productivity and
reduce costs. This places technology-
focused enterprises, particularly
those offering cloud computing, SaaS
solutions, data cloud modernization and
cybersecurity solutions, in a favourable
position to capitalise on the ongoing
Update on Management various industry verticals in the
digital transformation, which gained
• On January 30, 2023, appointed Digital Engineering and Enterprise
momentum during the pandemic. While
Ms. Prameela Kalive as Chief IT Services domain. He began
the technology sector might not be
Operating Officer. In her new role his career as the CIO of SRF, a
entirely immune to economic downturns,
at Mastek, Prameela will spearhead manufacturing company, and has
its resilience is likely to surpass that of
all global delivery, operational had successful stints as the Industry
many other industries. Its capacity to
excellence and CIO functions. Vertical Head at HCL Technologies &
meet the growing demand for innovation
Prameela will work in proximity DXC Technology, Chief Sales Officer
positions it well to tackle economic
with the executive leadership to at Hexaware Technologies and CEO
challenges effectively.
implement the strategic vision and of Cignex Datamatics Inc. Before
Update on Board of Directors values of Mastek. Prior to joining joining Mastek, Vijay was with
During the year, Mr. Suresh Vaswani was Mastek, Prameela was the COO Persistent Systems. His extensive
appointed as an Independent Director of at Zensar Technologies and an experience includes strategy
the Company w.e.f. December 11, 2022, integral part of their growth story development, marketing & sales,
which was approved by the Members of for the past 22 years. During her organizational development, advisor
the Company on January 11, 2023. tenure she handled a wide range of relationships, leading large deals
responsibilities, including Software and delivery execution.
Mr. Atul Kanagat (DIN: 06452489),
Delivery, Sales & Marketing, People Strength
Independent Director of the
Strategy, Innovation, and HR &
Company resigned on January 17, As on March 31, 2023, the Group had a
Practice Development. She started
2023, from the Board of Directors total headcount of 5,622 as compared
her career as a scientist at the
and Board Committees of the to 4,977 employees at the end of
Defense Research & Development
Company due to personal and other March 31, 2022.
Organization (DRDO), where she was
professional commitments.
part of flagship missile development Financial Review
Mr. S. Sandilya (DIN: 00037542), Non programs AGNI and AKAASH.
Financial Performance Review
– Executive Chairman & Independent • Mr. Vijay Iyer was appointed
Director of the Company resigned The UK and Europe operations
as President of Americas,
on March 3, 2023, from the Board of contributed I 1,58,761 lakhs in
effective February 24, 2023,
Directors and Board Committees of total operating revenue for FY23 as
at Mastek. Spearheading our
the Company. compared to I 1,48,485 lakhs for FY22,
business strategies, processes,
resulting in an increase of 6.9%.
After the end of the Financial Year - and operations, he is responsible
on April 19, 2023, Ms. Priti Rao (DIN: for Mastek’s growth, as well as USA operations contributed I 62,576
03352049) Independent Director of the customer success & experience lakhs in total operating revenue for
Company submitted her resignation across the US region. Vijay is an FY23 as compared to I 38,556 lakhs for
which will be effective May 1, 2023 industry veteran with over 30 FY22, resulting in an increase of 62.3%.
from the Board of Directors and Board years of diverse global experience
Middle East operations contributed
Committees of the Company. in creating, growing & stabilizing
I 23,350 lakhs in total operating
new lines of business across
revenue for FY23 as compared to • Gross additions I 5,241 lakhs and B) Other Financial Assets
I 19,006 lakhs for FY22, resulting in an deletions of I 403 lakhs towards
he loan and other current financial
T
increase of 22.9%. Computer, furniture and fixtures and
assets as of March 31, 2023 were
office equipment
Revenue from Rest of the World (ANZ, I 3,130 lakhs as compared to I 4,156
APAC etc.) is I 11,652 lakhs for FY23 as • Depreciation charge of I 3,268 lakhs lakhs in the previous year. Decrease is
compared to I 12,337 lakhs for FY22, • Foreign Exchange translation on account of margin money deposits
decrease of 5.6% YoY. adjustment (net) of I 122 lakhs with banks against performance bank
guarantee for certain contracts and
For the year ended March 31, 2023, the
2. Other Intangible Assets and Foreign exchange forward contract.
financial and operational performance
Goodwill
in revenue saw decent growth while
Intangible assets and Goodwill as at 4. Other Non-current Assets
pipeline and order book momentum
builds confidence for FY24. However March 31, 2023 were I 1,65,135 lakhs The other non-current assets as of
profitability contracted due to GBP as compared to I 76,905 lakhs in the March 31, 2023 stood at I 147 lakhs as
depreciation, increasing salary cost and previous year. Variance is explained compared to I 153 lakhs as at March
higher attrition, however, operating as below: 31, 2022. The increase is primarily
discipline will help us consistently on account of capital advances and
• Gross additions of I 11,138 lakhs
improve margin profile in coming years. prepaid expenses.
and deletions of Nil lakhs towards
Financials computer software, customer
5. Income Tax Assets/Liabilities
contracts and customer relationships
On a consolidated basis, the Group The current Income tax assets balance
registered total operating revenue of • Gross additions of Goodwill of
as of March 31, 2023 was I 323 lakhs
I 256,339 lakhs for the year ended I 73,108 lakhs
as compared to I 322 lakhs in the
March 31, 2023, as compared to • Depreciation charge of I 3,469 lakhs previous year. The income tax assets
I 218,384 lakhs in the year ended March • Foreign exchange translation represent domestic corporate tax. The
31, 2022, an increase of 17.4%. The including other adjustments (net) of current Income Tax liabilities balance
Group registered a net profit of I 31,027 I 7,453 lakhs as of March 31, 2023 was I 6,192 lakhs
lakhs in the year ended March 31, 2023, as compare to I 6,225 lakhs in the
as compared to I 33,342 lakhs in the 3. Non-Current Financial Assets previous year. Current income tax
year ended March 31, 2022, thereby liabilities majorly represents estimated
A) Investments
registering a decrease of 6.9%. income tax liabilities relating to
on-Current investment comprises of
N overseas geography.
Profitability
Investment in Venture and Investment
During the year ended March 31, in Bonds. Investment in Venture as 6. Deferred Tax Assets/Liabilities
2023, the Group earned a net profit of at March 31, 2023 were I 1,241 lakhs. Deferred tax assets as of March 31,
I 31,027 lakhs as compared to I 33,342 Investment in Bonds as of March 31, 2023 were I 10,485 lakhs as compared
lakhs for the year ended March 31, 2023 were I 53 lakhs. to I 7,050 lakhs in the previous year.
2022. The decline in profit was on
nder Ind AS 109, financial assets
U Deferred taxes assets primarily
account of the following:
designated at fair value through other comprise of deferred tax on MAT
• depreciation of GBP impacted comprehensive income (FVTOCI) are credit entitlement, liabilities relating
overall profitability for Mastek, fair valued at each reporting date with to employee benefits and bonus,
as UK is a significant market for changes in fair value reported through exercise of share based options (OCI)
the Company; Other Comprehensive Income (OCI). and provision against doubtful debts.
• significant increase in talent cost Deferred tax liabilities were I 2,961
and increase in cost per hire, led by lakhs as compared to I 2,214 lakhs in
higher demand for niche and skilled the previous year. Deferred tax liability
resources in the market; and
• continued investment in sales and
capability building.
Balance Sheet
Assets
1. Property Plant and Machinery:

angible assets including investment
T
property as on March 31, 2023 were
I 8,890 lakhs as compared to I 7,198
lakhs in the previous year. Variance is
explained as below:
Mastek Limited
primarily comprises undistributed The Board of Directors of the Company, C) Trade Payables
profit of subsidiaries, amortisation of by virtue of a special resolution passed
The trade payables as of March 31, 2023
goodwill, fair value of investments and by the shareholders of the Company
were I 18,294 lakhs as compared to I 18,718
cash flow hedge. through postal ballot on December
lakhs in the previous year. The decrease is
11, 2022, approved for allotment and
7. Current Financial Assets mainly attributable to decrease in Subcon
the Company has allotted through
expenses and software purchases.
A) Investments the Preferential Allotment Committee
320,752 equity shares of the face D) Other Current Financial Liabilities
Investments comprised of unquoted
value of I 5 (Rupees Five) each at
mutual fund units and fixed deposits. The other current financial liabilities as
an issue price of I 1,856 per share
The Investments balance was of March 31, 2023 were I 20,410 lakhs as
(including a premium of I 1,851 per
I 5,577 lakhs as of March 31, 2023 as compared to I 36,480 lakhs in the previous
share), aggregating to I 59.53 crores
compare to I 1,488 lakhs in previous year. The decrease is attributable to
on a private placement basis and the
year. Under Ind AS, financial assets and current portion of Put option liabilities-
preferential allotment was made on
financial liabilities designated at fair Derivative, employee benefits payable and
January 17, 2023.
value through profit and loss (FVTPL) are capital creditors.
fair valued at each reporting date with
11. Non-Current Financial Liabilities
changes in fair value recognised in the 14. Other Current Liabilities
statement of profit and loss. A) Borrowing
The current liabilities as of March 31,
B) Trade Receivable The Non-Current borrowing as of 2023 were I 8,223 lakhs as compared to
March 31, 2023 was I 26,904 lakhs I 7,344 lakhs in the previous year. The
Trade receivables as of March 31, 2023 as compared to I 12,080 lakhs in the increase is attributable to higher statutory
stood at I 50,663 lakhs as compared to I previous year. The increase is on dues payable.
43,557 lakhs in the previous year. Day’s account of term loan taken during
sales outstanding was 93 days compared the year. 15. Contract Liabilities
to 82 days in the previous year.
B) Lease Liabilities The contract liabilities as of March 31, 2023,
C) Cash and cash equivalents were I 5,927 lakhs as compared to
The Lease liabilities as on March 31, I 6,256 lakhs in the previous year.
The cash and Bank balance as on March 2023 was I 2,249 lakhs as compared to
31, 2023 was I 20,764 lakhs as compared I 804 lakhs in the previous year. 16. Provisions
to I 72,658 lakhs in the previous year.
C) Other financial Liabilities The short-term provision balance as of
D) Other current financial assets March 31, 2023 is I 3,324 lakhs as compared
The other financial liabilities as
The other current financial assets were to I 2,780 lakhs in the previous year.
of March 31, 2023 was I 27,617
I 1,209 lakhs as compared to I 1,381 The increase is mainly due to employee
lakhs as compared to I 23,717
lakhs in the previous year. The decrease benefits provisions.
lakhs in the previous year. The
was majorly driven by Foreign exchange increase is on account of contingent Key Financial Ratios
forward contracts. consideration payable. In accordance with the SEBI (Listing
Obligations and Disclosure Requirements
8. Contract Assets 12. Provisions
2018) (Amendment) Regulations, 2018,
Contract assets were at I 35,080 lakhs The long-term provision balance the Company is required to give details of
as of March 31, 2023, as compared to as of March 31, 2023 was I 3,357 significant changes (change of 25% or more)
I 20,181 lakhs in the previous year. lakhs as compared to I 2,720 lakhs as compared to the immediately previous
in the previous year. The increase financial year) in key sector-specific
9. Other Current Assets is mainly attributable to employee financial ratios. The Company has identified
Other current assets were at I 10,648 benefits liability. the following ratios as key financial ratios:
lakhs as of March 31, 2023, as compared
13. Current Financial Liabilities Consolidated
to I 8,213 lakhs in the previous year. Particulars
The increase was driven by advances A) Borrowing FY23 FY22
to suppliers, R&D credit receivable and Revenue Growth (%) 17.4 26.8
The current borrowings as of March 31,
input tax credit. 2023 were I 10,174 lakhs as compared Net Profit Margin (%) 11.9 15.0
to I 6,946 lakhs in previous year. The Operating Profit 17.8 21.2
Equity & Liabilities Margin (%)
increase is on account of term loan
10. Total Equity taken during the year. Debtors Turnover 93 82
(No. of days)
We have one class of share- equity share
B) Lease Liabilities EPS Basic (I) 97.2 106.5
capital of par value I 5 each. The issued,
subscribed and paid-up capital stood at The Lease liabilities as on March 31, Return on Equity (%) 20.7 29.5
I 1,526 lakhs as of March 31, 2023, which 2023 was I 1,007 lakhs as compared to Interest Coverage Ratio* 15.7 54.6
was I 1,501 lakhs in the previous year. I 453 lakhs in the previous year. * Interest
Coverage Ratio decreased as a result of
term loan for MST acquisition
Information Technology our employees to work remotely/ level carries out risk focused audits
Mastek views digital transformation work from home wherever customer- across all businesses (both in India
as the process of incorporating digital location deliveries are not contractually and overseas) to ensure that business
technology throughout every aspect required or waived by customers process controls are adequate and
of its business, thereby revolutionising during these tough times. The design are functioning effectively. These
operations and enhancing customer of our processes allows for such audits include reviewing finance,
value. This approach entails not remote execution with accessibility to operations, safeguarding of assets, and
only adopting new technologies but secure data and ensures there are no compliance‑related controls. Areas
also fostering a cultural shift that events that have materially affected requiring specialized knowledge are
encourages constant questioning of or are reasonably likely to materially reviewed in partnership with external
established norms. The ultimate goal affect internal controls over financial subject matter experts.
is to generate distinct value for the reporting during the period. As a group,
The Internal Audit functioning is
company, its employees, shareholders, we have a presence across multiple
governed by the scope of audit duly
and customers. geographies and a large number of
approved by the Audit Committee of
employees, suppliers and other partners
the Board, which stipulates matters
Research and Development collaborate to provide solutions to
contributing to the proper and effective
our customer needs. Robust internal
At Mastek, research and development conduct of the audit. As the business
controls and scalable processes are
plays a pivotal role in anticipating expanded with new acquisitions, the
imperative to managing the global scale
market trends and fulfilling the scope has been widened to include the
of operations. The Management has
demands of our customers, providing internal control framework of the new
laid down Internal Financial Controls
us with a distinct advantage over our entities. The corporate‑level process
to be followed by the Company. We
rivals. For more details, please refer to controls, including the ERP framework
have adopted policies and procedures
page 38 and operating processes, are constantly
for ensuring the orderly and efficient
monitored for effectiveness during
conduct of the business, including
Risk and Concerns such Audits.
adherence to the Company’s policies,
For Risk Management details please the safeguarding of its assets, the The Company’s senior management
refer to page 58 prevention and detection of frauds and closely monitors the internal control
errors, the accuracy and completeness environment and ensures that the
K 256,339 lakhs
FY23 Operating revenue
of the accounting records, and
the timely preparation of reliable
financial disclosures.
recommendations of the Internal
Auditors are effectively implemented.
The Audit Committee periodically
reviews key findings and provides
K 31,027lakhs
Internal Audit strategic guidance. Internal Auditors
An independent and empowered report directly to the Audit Committee.
FY23 net profit Internal Audit Firm at the corporate
Internal Control System

The Company believes that internal
controls are a necessary prerequisite of
Cautionary Statement
governance and that freedom should be
exercised within a framework of checks Statements made in the Management Discussion and Analysis Report
and balances. The Company has a well- describing the Company’s objective, projections, estimates, expectations may
established internal control framework, be forward-looking within the meaning of applicable laws and regulations,
which is designed to continuously based on beliefs of the management of the Company. Such statements
assess the adequacy, effectiveness reflect the Company’s current views with respect to future events and are
and efficiency of corporate, subject to risks and uncertainties. Many factors could cause the actual result
financial and operational controls. to be materially different from those projected in this report, including
The management is committed to among others, changes in the general economic and business conditions
ensuring an effective internal control affecting the segment in which the Company operates, changes in business
environment, commensurate with the strategy, changes in interest rates, inflation, deflation, foreign exchange
size and complexity of the business, rates, competition in the industry, changes in Governmental regulations, tax
which assures compliance with internal laws and other Statutes and other incidental factors. The Company does not
policies, applicable laws, regulations undertake any obligation to publicly update any forward-looking statements,
and protection of resources and whether as a result of new information, future events or otherwise.
assets. In response to the COVID-19
pandemic, we initiated our remote
working model as a part of our business
continuity plans. This has facilitated
Mastek Limited
Directors’ Report
Dear Members,
The Board of Directors (“Board”) of your Company is pleased to present the 41st 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:
(` in lakhs)
Consolidated Standalone
Summarised Profit and Loss Financial Year Financial Year Financial Year Financial Year
2022-23 2021-22 2022-23 2021-22
Revenue from operations 256,339 218,384 31,339 25,670
Other income 3,829 3,608 7,337 7,354
Total Income 260,168 221,992 38,676 33,024
Expenses 210,754 172,133 26,628 22,286
Depreciation and amortisation expenses 6,737 4,287 1,303 1,242
Finance costs 2,472 768 44 54
Exceptional items - (loss) / gain 2,532 - 5,864 145
Profit Before Tax 42,737 44,804 16,565 9,587
Tax expense 11,710 11,462 3,351 1,876
Profit After Tax 31,027 33,342 13,214 7,711
Other Comprehensive Income 6,584 2,573 (139) 554
Total Comprehensive Income 37,611 35,915 13,075 8,265
Attributable to Equity Holders 37,611 35,915 13,075 8,265
Dividend (5,741) (4,753) (5,741) (4,753)
EPS (in `)
- Basic 97.23 106.52 43.85 27.83
- Diluted 95.53 103.81 43.07 27.13
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 details are included in notes to the Accounts of
Financial / Business Performance Consolidated Financial Statement, which forms part
of this Annual Report.
• Mastek Operations
On a Standalone basis, the Company registered
On a Consolidated basis, the Company and its
revenue from operations of ` 31,339 lakhs for
Subsidiaries (“Mastek Group”) registered revenue
the year ended March 31, 2023 (as compared to
from operations of ` 2,56,339 lakhs for the year
` 25,670 lakhs in the previous year ended March
ended March 31, 2023 (as compared to ` 218,384
31, 2022). The Company also made a Net profit of
lakhs in the previous year ended March 31, 2022),
` 13,214 lakhs for the year ended March 31, 2023
which is an increase of 17.38%. The Mastek Group
(as compared to a Net Profit of ` 7,711 lakhs in
registered a Net Profit of ` 31,027 lakhs for the year
the previous year ended March 31, 2022). Further
ended March 31, 2023 (as compared to ` 33,342
details are included in notes to the Accounts of
lakhs in the previous year ended March 31, 2022),
Standalone Financial Statement, which forms part
thereby registering a decrease of 6.94%. Further
Directors’ Report Overview Reports Statements Information 77
The Standalone and Consolidated Financial Consolidated and Standalone Audited Financial
Statements of the Company have been audited by Results on an annual basis.
the Statutory Auditors of the Company.
Further, a detailed analysis of the Company’s
The Company discloses Consolidated and performance is included in the Management
Standalone Financial Results on a quarterly basis, Discussion and Analysis Section, which forms part
which are subject to limited review, and publishes of this Annual Report.
• Break-up of the Operating Revenue by Geographies

Year ended March 31, 2023 Year ended March 31, 2022
Geographies
` in lakhs % of Revenue ` in lakhs % of Revenue
UKI & Europe 158,761 61.9 148,485 68.0

North America 62,576 24.4 38,556 17.7
Middle East 23,350 9.1 19,006 8.7
Rest of the World 11,652 4.6 12,337 5.6
Total 256,339 100.00 218,384 100.0
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

Service Lines
Digital & Application Engineering 111,071 43.3 99,428 45.5

Oracle Cloud & Enterprise Apps 81,619 31.8 72,000 33.0
Digital Commerce & Experience 46,263 18.1 25,789 11.8
Data, Automation, and AI 17,386 6.8 21,167 9.7
Total 256,339 100.00 218,384 100.00
• Break-up of the Revenue by Customer Segments

Customer Segments
Government & Education 107,132 41.8 82,023 37.6

Health & Life sciences 42,482 16.6 51,247 23.5
Manufacturing & Technology 39,124 15.2 28,254 12.9
Retail Consumers 37,398 14.6 32,548 14.9
Financial Services 30,203 11.8 24,312 11.1
Total 256,339 100.00 218,384 100.00
• 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.
Mastek Limited
Profitability business and membership were acquired for upfront

During the year ended March 31, 2023, Mastek Group consideration of USD 76.6 million and Earnout – between
earned a profit of ` 31,027 lakhs (as compared to USD 0 to USD 35 million, subject to achieving targets.
` 33,342 lakhs for the year ended March 31, 2022). The
profits for the Financial Year ended March 31, 2023, About Meta Soft Tech Systems Private Limited
witnessed decline on account of the following: (MST India):
Formed in March 2013, MST is a privately held Indian
(a) depreciation of GBP impacted overall profitability
subsidiary of US-based parent MetaSoftTech Solutions
for Mastek, as UK is a significant market for
LLC, USA. The Indian entity was set up as an off-
the Company;
shore service provider and is mainly engaged in IT and
(b) significant increase in talent cost and increase in software support services, to meet overseas client
cost per hire, led by higher demand for niche and requirements. The entire business and equity shares
skilled resources in the market; and were bought for all cash consideration of ` 27.2 crores,
subject to customary closing adjustments as per the
(c) continued investment in sales and
terms of the Share Purchase Agreement. The said
capability building.
transaction was a 100% acquisition of shares.
3. Acquisition during the year under review

Objects and effects of the acquisition:
Acquisitions are a key enabler for driving capability to
Mastek’s Business Outcomes and Industry First DNA
build industry domain, focus on key strategic areas,
paired with MST USA’s Salesforce-led innovation
strengthen presence in emerging technology areas
capabilities will strengthen the value we will deliver
including Digital, and increase market footprint in newer
to our customers and help them in their journey to
markets. Your Company focuses on opportunities where
Decomplex Digital. This acquisition is expected to
it can further develop its domain expertise, specific skill
significantly increase Company’s market share in
sets, and its global delivery model to maximise service
existing accounts across industries in the Americas and
and product enhancements and higher margins.
provide a foundation to scale our Digital Transformation
During the year under review, the Company and its business globally.
US based subsidiary acquired both the MST group
Companies business alongwith its employees. The deal Strategic Rationale:
had been structured in two stages:
a) Ability to address a large high growth new
• MetaSoftTech Solutions LLC, US entity, was acquired market for the Company;
by Mastek Inc., US based wholly owned First level Step
• Large Target Addressable Salesforce
down subsidiary of the Company.
services market
• Meta Soft Tech Systems Private Limited, Indian entity,
• Fills up a critical and strategic white space for
was acquired by the Company.
the Company
These two entities became the subsidiaries of the
• 90% of Fortune 1000 customer use Salesforce
Company during the financial year 2022-23.
• Strong synergy potential in mutual
About MetaSoftTech Solutions LLC, USA (MST USA): account base
Founded in 2012, MST Solutions is the largest
independent Salesforce consulting partner in the b) Key Component of Mastek’s Vision 2025
American Southwest region. With Summit level status • MST is a summit-level Salesforce partner. The
in the Salesforce ecosystem and a 5 out 5 Customer Salesforce market continues to expand and is
Satisfaction score, they are service experts who take a strategic priority for Mastek in achieving $1
service to a whole new level. Through the framework Bn revenue ambition in a few years.
of a proven effective Roadmap to Results, their team
• Bolsters Mastek tech stack with full suite
of Salesforce architects, developers, project managers,
Salesforce capabilities, critical for customer
and administrators add their expertise to clients team
experience transformation programs.
to craft agile, innovative solutions that answer client
organisation’s operational challenges today and as
c) Alignment to US Geo with Global Potential
clients grow.
• MST is focused on US clients and increases
It is based in Chandler, Arizona, USA, and is an Mastek’s footprint in the Americas
independent Salesforce consulting partner in the
American Southwest region. MST USA is a trusted • Mastek can leverage its global presence for
partner to a number of Fortune 1000 and has large hyper-growth of the Salesforce business
enterprise clients. MST USA has built a strong reputation
for itself, especially in the Healthcare, Public Sector,
and Manufacturing Industry verticals. The entire USA
d) Complementary Capabilities of dividend in accordance with the provisions of the

• MST’s CX capabilities on various Salesforce Income Tax Act, 1961.
clouds are complementary to Mastek’s
existing Commerce, Oracle Cloud, and Digital Final Dividend
Engineering services Your Directors are pleased to recommend a Final
Dividend at the rate of 240%, i.e., ` 12.00 per equity
• Significant synergy opportunities within
share (on the face value of ` 5.00 per equity share) for
existing accounts
the Financial Year ended March 31, 2023, which will
• Ability to stitch together larger deals spanning be paid upon obtaining the Members’ approval at the
the entire IT landscape ensuing Annual General Meeting. The Final Dividend,
if approved, will be paid (subject to deduction of tax
e) Strong cultural fit at source) within 30 (thirty) days from the date of the
• Strong leadership team with experience in Annual General Meeting to those Members whose name
growing the business appears in the Register of Members as on the book
closure date mentioned in the Notice convening the 41st
• Focus on delivering value to customers while Annual General Meeting.
enabling growth for employees aligns with
Mastek 4.0 culture The total dividend for the Financial Year ended March
31, 2023, including the proposed Final Dividend,
• These two entities became the subsidiaries of amounts to ` 19 per equity share (on the face value of
the Company during the financial year 2022-23. ` 5.00 per equity share) or 380% (previous year ` 19.00
per share or 380%).
4. Material Changes and Commitments including
Changes in the Nature of Business 7. Transfer of Unclaimed Dividend Amount and
There have been no material changes and commitments Underlying Shares to Investor Education and
affecting the financial position of the Company, which Protection Fund Authority
have occurred from the end of the Financial Year of the As required under the provisions of Section 125 and
Company to which the Financial Statements relate till other applicable provisions of the Act, dividends that
the date of this Report. remain unpaid / unclaimed for a period of 7 (seven)
Except the relinquishment of role of Managing Director consecutive years, are required to be transferred to
by Mr. Ashank Desai w.e.f April 1, 2023 and the the account administered by the Central Government
resignation of Ms. Priti Rao, Independent Director w.e.f viz. Investor Education and Protection Fund (“IEPF”).
May 1, 2023 there is no other material change. Further, according to the said Rules, the shares on
which dividend has not been encashed or claimed by
There has been no change in the nature of business of the Members for 7 (seven) consecutive years or more
your Company. shall also be transferred to the Demat account of the
IEPF Authority.
5. Transfer to General Reserves
During the year under review, pursuant to the provisions
No part of the profit for the year was transferred to
of Section 124 (5) of the Act, the Unpaid Final Dividend
General Reserves during the year under review.
for the Financial Year 2014‑15 amounting to ` 168,543,
and the 1st Unpaid Interim Dividend for the Financial
6. Dividend
Year 2015‑16 amounting to ` 267,036 which remained
Pursuant to Regulation 43A of the SEBI Listing unclaimed for 7 (seven) consecutive years and was lying
Regulations, your Company has a well-defined Dividend in the unpaid dividend account, has been transferred
Distribution Policy that balances the dual objectives by the Company to the designated Bank account
of rewarding Members through dividends whilst also of IEPF Authority and the underlying shares on the
ensuring the availability of sufficient funds for the above‑unclaimed amount as dividend aggregating to
growth of the Company. The Policy is available on the 156 equity shares and 943 equity shares respectively,
website of the Company and can be accessed through have also been transferred to the Demat account of the
the web link https://www.mastek.com/wp-content/ IEPF Authority.
uploads/2022/07/Dividend-Distribution-Policy.pdf
The Company is in the process of transferring the 2nd
Interim Dividend Unpaid Interim Dividend for the Financial Year 2015‑16
amounting to ` 208,311 to IEPF authority shortly, and
The Board of Directors at its meeting held on January
also the underlying shares on the above‑unclaimed
17, 2023, declared an Interim Dividend at the rate of
dividend aggregating to 612 equity shares.
140% i.e., ` 7.00 per equity share (on the face value of
` 5.00 per equity share). The above dividend was paid The relevant dates of the unpaid / unclaimed dividend
to the Members on February 15, 2023. The Company amount which will be transferred to the IEPF Authority
had deducted tax at source at the time of payment in the current year and subsequent years are given in
Mastek Limited
the Corporate Governance Report, which forms part of on July 17, 2013, for issuance of the Employee Stock
this Annual Report. Options (“Options”) to the identified employees of the
Company. The First 4 (four) Plans I to IV, have been
8. Management Discussion and Analysis already closed by the Company.
In terms of provisions of Regulation 34(2) of the SEBI The Nomination and Remuneration Committee of the
Listing Regulations, a detailed Management Discussion Company, inter alia, administers and monitors ESOPs,
and Analysis given elsewhere in this report, forms an implemented by the Company in accordance with the
integral part of this Report and, inter alia, gives an relevant provisions of the Act and the SEBI (Share Based
update, including Market and Future Prospects and on Employee Benefits and Sweat Equity) Regulations,
the following matters. 2021, (including any statutory modification(s) and / or
• Macro economy review re‑enactment(s) thereof for the time being in force)
(“SEBI SBEB Regulations”). During the year under review,
• Industry review
the Company granted 54,860 Options to its identified
• Company overview employees. The Company has not introduced any new
• Financial review Plan during the year under review.
• Business review The Certificate from M/s. P. Mehta & Associates,
• Business outlook Secretarial Auditors, confirming the compliance of ESOPs
• Information Technology with the provisions of the Act and SEBI SBEB Regulations,
will be obtained and shall be available for inspection
• Research and Development
by the Members. The Members desiring inspection may
• Risks and Concerns write to investor_grievances@mastek.com
• Internal Control Systems
During the year under review, there were no material
changes in the ESOPs of the Company. The details of
9. Credit Rating
the Options granted under the aforesaid ESOPs and the
The Company’s financial discipline is reflected in the disclosure in compliance with SEBI SBEB Regulations
strong credit rating ascribed to it by ICRA Limited, a for the year ended March 31, 2023, are annexed as
reputed credit rating agency. During the year under “Annexure 1” to this report.
review, the following ratings ascribed by ICRA Limited
reflect that the Company has serviced its financial 11. Increase in Issued, Subscribed, and Paid-Up
obligations on time. Equity Share Capital
Instrument Rating Received During the year, the Company issued and allotted
Long - term Fund-based - Cash [ICRA]AA-(Stable)
186,054 equity shares of the face value of ` 5 each for a
Credit reaffirmed / assigned total nominal value of ` 930,270 under various Employee
Long - term Non-fund based [ICRA]AA-(Stable) assigned
Stock Option Plans to the employees who exercised their
Facility – SBLC vested Employee Stock Options. These equity shares
Short - term Non-fund based [ICRA]A1+ reaffirmed
ranked pari passu in all respects with the existing equity
-Working Capital shares of the Company.
Long - term / Short–term - fund [ICRA]AA-(Stable) / [ICRA] Further, the Board of Directors of the Company, by
based / Non-fund based A1+ reaffirmed
virtue of a Special Resolution, passed by the Members of
The reaffirmation reflects your Company’s continued the Company through Postal Ballot on January 11, 2023,
strong parentage, credit profile, liquidity position, strong approved and allotted 320,752 equity shares having
corporate governance practices, financial flexibility, and the face value of ` 5 each at an issue price of ` 1,856
prudent financial policies. per share (including premium of ` 1,851 per share),
aggregating to ` 59.53 crores on a private placement
The Company has not issued any debt instruments basis through the preferential allotment on January 17,
and did not have any fixed deposit programme or any 2023, towards buyout of 2nd tranche of Compulsorily
scheme or proposal involving the mobilisation of funds Convertible Preference Shares (CCPS) from CCPS holders
in India or abroad during the Financial Year ended March of Mastek Enterprise Solutions Private Limited (formerly
31, 2023. known as Trans American Information Systems Private
Limited), Subsidiary of the Company. The buyout of
10. Employee Stock Option Plans CCPS was partially in cash and partially through issue
The Company has 3 (three) ongoing Employee Stock of Equity Shares. The issue price was determined
Option Plans (“ESOPs”) at present. The Members in accordance with the applicable provisions of the
approved the ESOP Plan V by way of a Postal Ballot on SEBI (Issue of Capital and Disclosure Requirements)
March 20, 2009, approved the ESOP Plan VI in the Annual Regulations, 2018, as amended.
General Meeting held on October 1, 2010, and approved
the ESOP Plan VII in the Annual General Meeting held
The movement of Share Capital during the year was as under:

Cumulative Cumulative
No. of shares issued
Particulars and allotted
outstanding No. of outstanding Total
shares share capital (in Rs.)
Share Capital at the beginning of the year, i.e. as on April 1, 2022 - 3,00,18,021 15,00,90,105
Allotment of Shares:
1. June 10, 2022 ‑ Under ESOP 25,773 3,00,43,794 15,02,18,970
2. July 19, 2022 ‑ Under ESOP 21,971 3,00,65,765 15,03,28,825
3. September 2, 2022 ‑ Under ESOP 9,046 3,00,74,811 15,03,74,055
4. October 19, 2022 ‑ Under ESOP 3,540 3,00,78,351 15,03,91,755
5. December 5, 2022 ‑ Under ESOP 5,784 3,00,84,135 15,04,20,675
6. January 16, 2023 ‑ Under ESOP 8,404 3,00,92,539 15,04,62,695
7. January 17, 2023 ‑ Under Preferential Issue 3,20,752 3,04,13,291 15,20,66,455
8. February 13, 2023 ‑ Under ESOP 30,807 3,04,44,098 15,22,20,490
9. March 20, 2023 ‑ Under ESOP 80,729 3,05,24,827 15,26,24,135
Share Capital at the end of the year, i.e. as on March 31, 2023 - 3,05,24,827 15,26,24,135
The Company now holds 1,00,000 CCPS of Re. 1/- each There have been no material change in the nature of the
of Mastek Enterprise Solutions Private Limited (formerly business of any of the Company’s Subsidiaries.
known as Trans American Information Systems Private
Limited), Subsidiary of the Company. Material Subsidiaries
Mastek (UK) Limited, Mastek Enterprise Solutions Private
Your Company is listed on BSE Limited and National
Limited (Formerly known as Trans American Information
Stock Exchange of India Limited and the Company has
Systems Private Limited), and Mastek Systems Company
not issued any equity shares with differential rights as to
Limited (Formerly known as Evolutionary Systems
dividend, voting, or otherwise, and shares are actively
Company Limited) are ‘Material Subsidiaries’ as per
traded on the aforementioned Exchanges and have not
the criteria given under Regulation 16 of the SEBI
been suspended from trading. Listing Regulations. As a good corporate governance
Also, the Share Capital Audit as per the SEBI Listing practice and as stipulated under the SEBI Listing
Regulations is conducted on a quarterly basis by M/s. P. Regulations, the Company has already appointed at
Mehta & Associates, Practising Company Secretaries, least one Independent Director on the Board of each of
and the Report is duly forwarded to the aforementioned these Subsidiaries.
Exchanges where the equity shares of the Company The Company is in the process of appointing an
are listed. Independent Director on the Board of Mastek Systems
Company Limited, as the nominated Independent
12. Subsidiaries and Material Subsidiaries Director has submitted the resignation.
A list of Companies which are Subsidiaries/ Step Down
The Company monitors the performance of its
Subsidiaries of your Company is provided as part of the
Subsidiaries, inter alia, by the following means:
notes to the Financial Statements.
• The Financial Statements and in particular,
In accordance with Section 129(3) of the Act, read
investments made by the Unlisted Subsidiary
with Rule 5 of the Companies (Accounts) Rules, 2014, a
Companies are reviewed by the Audit Committee of
separate statement containing the salient features of the
the Company.
financial statements of all Subsidiaries of the Company,
in prescribed Form AOC - 1 is annexed as “Annexure • The Minutes of the Board Meetings of the
2” to this Report. The statement also provides details Subsidiary Companies are placed before the Board
of the performance and financial position of each of of the Company.
the Subsidiaries and their contribution to the overall • The details of any significant transactions and
performance of the Company. arrangements entered into by the Unlisted
During the Financial Year 2022‑23, the Company had no Subsidiary Companies are placed before the Board
Associate or Joint Venture Company. of the Company.
Further, pursuant to the provisions of Section 136(1) • The identified Senior Managerial Personnel of the
of the Act, the Financial Statements including, Company also in some cases are appointed as the
Consolidated Financial Statements along with relevant Directors of Subsidiary Companies, and they also
documents and separate Financial Statements in respect apprise on a quarterly basis of the Company’s
of Subsidiaries, are available on the website of the Board / Committees.
Company and the same are also available for inspection
by the Members.
Mastek Limited
As required under Regulation 16 of the SEBI Listing its Standalone and Consolidated Financial Results for
Regulations, the Company has formulated a “Policy for the half‑year, disclosures of Related Party Transactions
determining Material Subsidiaries” and posted the same on a consolidated basis, in the format specified in the
on the website of the Company, and can be accessed relevant Accounting Standards to the Stock Exchanges.
through the web link at https://www.mastek.com/
wp-content/uploads/2022/07/Policy-for-determining- Form AOC-2 pursuant to Section 134(3)(h) of the Act
Material-Subsidiaries.pdf. read with Rule 8(2) of the Companies (Accounts) Rules,
2014 is annexed as “Annexure 3” to this Report.
13. Sale of Pune Office
15. Particulars of Loans, Guarantees, and
During the year under review, the Company sold its
Investments
small office situated in Pune, as it was not in use by the
Company for long. The particulars of Loans, Guarantees given, and
Investments made by the Company during the year
14. Particulars of Related Party Transactions under review and as covered under the provisions of
Section 186 of the Act have been disclosed in the notes
During the year under review, the Company has not
to the Financial Statements forming part of the Annual
entered into any material transactions with Related
Report. In compliance with the provisions of the Act,
Parties (except with its Subsidiaries, which are exempt
there were no Loans given by the Company during the
for the purpose of Section 188(1) of the Act). As defined
year. However, the Company has made investments in
under Section 2(76) of the Act, read with Companies
subsidiaries and provided a Guarantee /Stand by Letter
(Specification and Definitions Details) Rules, 2014, all
of Credit and also security / charge / mortgage over
of the Related Party Transactions entered into were in
its properties as a security for loan facilities availed by
the ordinary course of business and on an arm’s length
its Subsidiaries.
basis and in compliance with the applicable provisions
of the Act and the SEBI Listing Regulations. There are no
16. Board of Directors and Key Managerial
materially significant Related Party Transactions made
Personnel
by the Company with its Promoters, Directors or Key
Managerial Personnel, etc., which may have potential There have been changes in the composition of the
conflict with the interest of the Company at large. Board of Directors during the year under review. The
details of the Board of Directors and the number of
All transactions with Related Parties are placed before meetings held and attended by the Directors have been
the Audit Committee for its approval. Omnibus approvals given in detail in the Corporate Governance Report,
are given by the Audit Committee on yearly basis for which forms part of this Annual Report.
transactions, which are anticipated and repetitive in
nature. A statement of all Related Party Transactions a. Board’s Composition
is presented before the Audit Committee and the
The Company has a diverse Board of Directors who
Board on a quarterly basis, specifying the nature,
believe in good Corporate Governance Practices.
value, and terms and conditions of the transactions.
The composition of the Board of Directors is in
A significant quantum of Related Party Transactions
accordance with the provisions of Section 149
undertaken by the Company is with its Subsidiaries.
of the Act and Regulation 17 of the SEBI Listing
The said transactions were unanimously approved by
Regulations, with an optimum combination of
the Audit Committee as well as by the Board. There
Executive, Non–Executive, and Independent
are no materially significant Related Party Transactions
Directors during the year under review.
that may have potential conflict with the interest of the
Company at large. As at March 31, 2023 the Board of Directors of the
Company consists of 5 (five) Members, out of which
The SEBI vide amendments to the SEBI Listing
there are 3 (three) Independent Directors, including
Regulations has introduced changes in the Related
1 (one) Woman Director. There is 1 (one) Non-
Party Transactions framework, inter alia, by enhancing
Executive Director and 1 (one) Managing Director
the purview of the definition of the Related Party, and
who are also the Promoters of the Company.
the overall scope of transactions with Related Parties
effective April 1, 2022. Consequently, the Board of There was change of role from March 21, 2023 of
Directors on recommendations of the Audit Committee Mr. Ashank Desai, from Vice Chairman & Managing
has approved the revised Policy on “Related Party Director to Chairman & Managing Director till
Transactions” of the Company to align it with the March 31, 2023, and from April 1, 2023 he holds
amendments notified by the SEBI Listing Regulations. the position of Non-Executive Chairman of the
Company and has relinquished the role of Managing
The details of the Related Party Transactions as per
Director of the Company on March 31, 2023.
Indian Accounting Standards (Ind AS) ‑ 24 are set out in
notes to the Financial Statements of the Company. The The Company is in the process of appointment
Company in terms of Regulation 23 of the SEBI Listing of new Directors to have a Board composition of
Regulations submits on the same date of declaration of minimum 6 (six) Members.
Appointment 2014 (as amended from time to time), the following

Mr. Suresh Vaswani (DIN: 02176528) was appointed persons are acting as the Key Managerial Personnel
as an Additional Director (Non-Executive) with (KMP) of the Company:
effect from December 11, 2022. The Members of 1. Mr. Ashank Desai ‑ Chairman & Managing
the Company, by way of a special resolution passed Director (upto March 31, 2023)
through postal ballot on January 11, 2023, approved
the appointment of Mr. Suresh Vaswani as a Non- 2. Mr. Arun Agarwal ‑ Global Chief
Executive Independent Director, not liable to retire Financial Officer
by rotation. 3. Mr. Dinesh Kalani ‑ Vice President – Group
Company Secretary
Resignations
Pursuant to Rule 8(5)(iii) of the Companies
During the year under review, Mr. Atul Kanagat
(Accounts) Rules, 2014, the following change
(DIN: 06452489), Independent Director of the
occurred in the composition of KMP during the year
Company resigned on January 17, 2023, from
under review:
the Board of Directors and Board Committees
of the Company due to personal and other Mr. Ashank Desai relinquished the role of Managing
professional commitments. Director of the Company w.e.f. March 31, 2023 from
close of business hours, except for this, there was
The Board recalled his contribution and expressed
no other change in the composition of KMP.
their sincere gratitude for the invaluable
contributions of Mr. Atul Kanagat towards the The Company is in the process of appointing MD /
Company during his tenure of more than a decade. CEO as KMP of the Company.
His association has helped in reaping benefits and
business opportunities to a great extent. c. Independent Directors and their Declarations
Mr. S. Sandilya (DIN: 00037542), Non - Executive The definition of ‘Independence’ of Directors is
Chairman & Independent Director of the Company derived from Regulation 16 of the SEBI Listing
also resigned on March 3, 2023, from the Board of Regulations and Section 149(6) of the Act. The
Directors and Board Committees of the Company Company has received necessary declarations
stating that he is no longer aligned with the future under Section 149(7) of the Act and Regulation
direction of the Company. 25(8) of the SEBI Listing Regulations, from the
Independent Directors stating that they meet
The Board recalled the selfless and valuable
the prescribed criteria for independence. All
contribution made to the Company by Mr. S.
Independent Directors have affirmed compliance
Sandilya as Non-Executive Chairman & Independent
with the Code of Conduct for Independent
Director. His commitment to Mastek’s business and
Directors as prescribed in Schedule IV of the Act. A
upholding the corporate governance principles
list of key skills, expertise, and core competencies
were the highlight during his more than 11- year-
of the Board of Directors is placed under the
long association with the Company.
Corporate Governance Report, which forms part of
After the end of the Financial Year - on April 19, this Annual Report.
2023, Ms. Priti Rao (DIN: 03352049) Independent
Based on the confirmations / declarations received
Director of the Company submitted her resignation
from the Independent Directors, your Board of
effective May 1, 2023, from the Board of Directors
and Board Committees of the Company stating that Directors confirms that they are independent
her term is nearing its end and having assessed her of management, are persons of integrity,
position in light of the Company’s plans for its next possess relevant expertise and vast experience,
growth phase, she has decided to resign. and bring an independent judgment on the
Board’s discussions (including the proficiency)
The Board applauded and wish to place on record of the Independent Directors of the Company.
that Ms. Priti Rao brought in immense value Accordingly, the following Non‑Executive Directors
through her operational expertise and contributed are Independent of the Management:
greatly to Mastek during her 12-year stint as
Director. Her passion for Social Responsibility and 1. Ms. Priti Rao,
Corporate Governance and her drive to engage 2. Mr. Rajeev Kumar Grover, and
organisation in taking the right decisions were the
highlights of her association with Mastek. 3. Mr. Suresh Vaswani
None of the Directors of the Company is

b. Key Managerial Personnel disqualified from being appointed as Director as
Pursuant to the provisions of Sections 2(51) and 203 specified in Section 164(2) of the Act read with
of the Act read with the Companies (Appointment Rule 14(1) of the Companies (Appointment and
and Remuneration of Managerial Personnel) Rules, Qualification of Directors) Rules, 2014. As required
under Rule 6 of the Companies (Appointment
Mastek Limited
and Qualification of Directors) Rules, 2014, all f. Familiarisation Programme

the Independent Directors have completed the All Independent Directors are familiarised with
registration with the Independent Directors the operations and functioning of the Company
Databank and also completed the online proficiency at the time of their appointment and on an
test conducted by the Indian Institute of Corporate ongoing basis. The Company has conducted a
Affairs, wherever required. Familiarisation Programme for the Directors /
There has been no change in the circumstances Independent Directors of the Company covering
affecting their status as Independent Directors of the matters as specified in Regulation 25(7) of the
the Company. SEBI Listing Regulations. The details of the training
and Familiarisation Programme conducted by the
d. Director liable to retire by Rotation Company are hosted on the Company’s website and
can be accessed through the web link
In accordance with the provisions of Section 152
https://www.mastek.com/wp-content/
and other applicable provisions, if any, of the Act
uploads/2023/05/Induction-and-Familiarisation-
and pursuant to the Articles of Association of the
Programme-for-Independent-Directors-2023.pdf
Company, Mr. Ashank Desai (DIN: 00017767) is
liable to retire by rotation at the ensuing Annual
g. Code of Conduct and Directors’ Appointment
General Meeting and being eligible has offered
and Remuneration
himself for re‑appointment. In the opinion of
the Board, Mr. Desai possesses the requisite The Company has formulated a “Code of Conduct
qualifications and experience, and therefore, for Directors”. The confirmation of compliance with
your Directors, based on the annual performance the same is obtained from all the Board Members
evaluation, and recommend the re‑appointment of on an annual basis. All Board Members have given
Mr. Ashank Desai. The necessary resolution for the their confirmation of compliance for the year under
re‑appointment of Mr. Ashank Desai is being placed review. A declaration duly signed by Chairman is
for the approval of the Members at the ensuing given under the Corporate Governance Report,
Annual General Meeting. which forms part of this Annual Report. The “Code
of Conduct for Directors” is also posted on the
A brief profile of Mr. Ashank Desai, along with website of the Company and can be accessed
other related information, forms part of the Notice through the weblink https://www.mastek.com/
convening the ensuing Annual General Meeting. wp-content/uploads/2022/08/Code-of-Conduct-for-
Directors.pdf
e. Performance Evaluation of the Board
The Nomination and Remuneration Committee
In compliance with the provisions of the Companies
of the Company formulates the criteria for
Act, 2013 and the SEBI Listing Regulations, the
determining the qualifications, positive attributes,
Board of Directors has carried out an Annual
and independence of Directors in terms of
Evaluation of the performance of the Board,
its charter. In evaluating the suitability of
the Board Committees, Individual Directors,
individual Board members, the Committee takes
Chairpersons, and the Managing Director for the
into account factors such as educational and
year under review.
professional background, general understanding
Board and Committees’ functioning was reviewed of the Company’s business dynamics, standing in
and evaluated using a peer review process and the profession, personal and professional ethics,
based on responses received from Directors, integrity and values, willingness to devote sufficient
Committee Members, and the Managing Director time and energy in carrying out their duties and
through a structured questionnaire, covering responsibilities effectively. The Committee also
various aspects of the composition and functioning assesses the independence of Directors at the time
of the Board and its Committees. of their appointment / re‑appointment as per the
criteria prescribed under the provisions of the
The Board expressed its satisfaction with the
Act and the Rules made thereunder and the SEBI
evaluation results, which reflects the high degree
Listing Regulations.
of engagement of the Board and its Committees
with the Company and its Management. Based on
h. Meetings of the Board of Directors
the outcome of the evaluation and assessment-
cum- feedback of the Directors, the Board, and The Board / Committee Meetings are
the Management have also agreed on some action pre‑scheduled, and a tentative calendar of the
points, which will be implemented over an agreed meetings is circulated to the Directors well in
time frame. 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 1. To regulate the appointment and
Company has complied with Secretarial Standards remuneration of Directors, Key Managerial
issued by the Institute of Company Secretaries of Personnel, and Senior Managerial Personnel
India on the Board Meetings. (Grade 17 & above) and succession planning;
The Board of Directors met 10 (ten) times during 2. To formulate the criteria for Board
the Financial Year ended March 31, 2023. The Membership, including the appropriate mix of
details of the Board Meetings and the attendance Executive and Non‑Executive Directors;
of the Directors thereat have been provided in
3. To identify persons who are qualified to
the Corporate Governance Report, which forms
become Directors as per the criteria / skill
part of this Annual Report. The maximum interval
matrix as formulated by the Board;
between any 2 (two) meetings did not exceed 120
(one hundred and twenty) days as prescribed under 4. To ensure the proper composition of the Board
the Act. of Directors and Board diversity;
During the year under review, the Board 5. To ensure that the level and composition of
accepted all recommendations made by its remuneration are reasonable and sufficient to
various Committees. attract, retain and motivate Key Managerial
Personnel and Senior Managerial Personnel
As per Schedule IV of the Act, Secretarial
and their remuneration involves a balance
Standards‑1 on Board Meetings and SEBI Listing
between fixed and variable (incentive)
Regulations, during the year under review, 3 (three)
pay reflecting short-term and long-term
Meetings of the Independent Directors were held.
performance objectives appropriate to
Company’s working and its goals.
i. Committees of the Board
In terms of the requirements of the Act and the Additionally, the Board has, on the
SEBI Listing Regulations, the Board of Directors has recommendation of the NRC, reviewed the list of
constituted the following Committees: core skills / expertise / competencies required
from the Directors, in the context of the Company’s
1. Audit Committee
business and sector, for it to function effectively.
2. Nomination and Remuneration Committee
Please refer to the Notes to Accounts and
3. Stakeholders’ Relationship Committee
Corporate Governance Section for the details
4. Corporate Social Responsibility on the Remuneration of Directors and Key
Committee, and Managerial Personnel.
5. Risk Management & Governance Committee
k. Particulars of Employees and Related
The detailed information of the Committees, along
Disclosures
with their composition, charter, the number of
meetings held, and the attendance at the Meetings The ratio of remuneration of each Director to
held during the year under review, have been the median remuneration of Employees as per
provided in the Corporate Governance Report, Section 197(12) of the Act read with Rule 5(1) of
which forms part of this Annual Report. the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2016 is annexed as
j. Company’s Policy on Nomination and “Annexure 4” to this report.
Remuneration During the year under review, the Non‑Executive
The Nomination and Remuneration Committee Directors of the Company had no pecuniary
(‘NRC’) has formulated a Nomination and relationship or transactions with the Company,
Remuneration Policy laying out the role of other than sitting fees, commission, and
NRC, Policy on Director’s Appointment and reimbursement of expenses incurred by them for
Remuneration, including the recommendation of the purpose of attending meetings of the Board
remuneration of the Key Managerial Personnel and / Committees of the Company. The Managing
Senior Managerial Personnel and the criteria for Director of the Company has not received any
determining qualifications, positive attributes, and remuneration or commission from any of the
independence of a Director. The updated policy is Company’s Subsidiaries.
hosted on the website of the Company and can be
In terms of the provisions of Section 197(12) of the
accessed through the weblink https://www.mastek.
Act read with Rules 5(2) and 5(3) of the Companies
com/wp-content/uploads/2022/07/Nomination-
(Appointment and Remuneration of Managerial
Remuneration-Policy-For-Board-of-Directors-Key-
Personnel) Rules, 2014, as amended, a Statement
Managerial-Personnel.pdf
showing the names and other particulars of the
Some of the salient features of the policy are Employees forms part of this report. Having regard
as follows: to the provisions of the proviso to Section 136(1) of
Mastek Limited
the Act, the Annual Report excluding the aforesaid There were no qualifications or observations, adverse
information is being sent to the Members of the remarks or disclaimer of the Secretarial Auditors in
Company and others entitled thereto. Details the report issued by them for the Financial Year ended
of Employees’ remuneration as required under March 31, 2023, and hence, no explanation was required
aforesaid provisions are available with the Company from the Board of Directors. The said report is self‑
and shall be sent to Members electronically who explanatory and does not call for further comments.
request the same by sending an e‑mail to the
P. Mehta & Associates, Practising Company Secretaries,
Company at investor_grievances@mastek.com from
have been re‑appointed to conduct the Secretarial
their registered e‑mail address.
Audit of the Company for the Financial Year 2023‑24.
They have confirmed that they are eligible for the said
17. Statutory Auditors and their Report
re‑appointment.
Pursuant to the provisions of Section 139 of the Act, and
rules made thereunder, M/s. Walker Chandiok & Co. LLP, The Company is in compliance with Regulation 24A of
Chartered Accountants (ICAI Firm Registration Number the Listing Regulations. The Company’s material Indian
001076N / N500013) were re-appointed as the Statutory subsidiary has undergone Secretarial Audit. Copy of
Auditors of the Company to hold office for a second Secretarial Audit Report of Mastek Enterprise Solutions
term of 5 (five) consecutive years from the conclusion Private Limited (Formerly known as Trans American
of the 40th Annual General Meeting, have given their Information Systems Private Limited), Indian Material
consent for re‑appointment as Statutory Auditors for Subsidiary forms part of this report and annexed as
the second term of 5 (five) consecutive years from the “Annexure 5 A”. The Secretarial Audit Report of the
Financial Year 2022-23 onwards until the conclusion material subsidiary does not contain any qualification,
of the 45th Annual General Meeting, to be held in the reservation, adverse remark or disclaimer.
Year 2027.
19. Risk Management
M/s. Walker Chandiok & Co. LLP have confirmed their
Risk Management is an integral and important
eligibility and given their consent under Sections 139
component of Corporate Governance. The Company
and 141 of the Act and the Companies (Audit and
has developed and implemented a comprehensive Risk
Auditors) Rules, 2014 for their continuance as the
Management Framework, including Cyber security and
Statutory Auditors of the Company for the Financial
ESG for the identification, assessment and monitoring
Year 2023–2024. In terms of the SEBI Listing Regulations,
of key risks that could negatively impact the Company’s
the Auditors have also confirmed that they subject
goals and objectives. This framework is periodically
themselves to the peer review process of the Institute
reviewed and enhanced under the oversight of the Risk
of Chartered Accountants of India (ICAI) and hold a valid
Management & Governance Committee of the Board as
certificate issued by the Peer Review Board of the ICAI.
well as by the Board of Directors of the Company. The
Audit Committee of the Board has additional oversight in
Report of Statutory Auditors
the area of financial risks and controls.
M/s. Walker Chandiok & Co. LLP, Chartered Accountants,
have submitted their Report on the Financial Statements Mastek is committed to continually strengthen its
of the Company for the Financial Year 2022‑23, which Risk Management capabilities in order to protect the
forms part of this Annual Report. The reports are self- interests of stakeholders and enhance shareholder value.
explanatory and there were no observations (including The detailed information pertaining to Risk Management
any qualification, reservation, adverse remark, or is given elsewhere in the Report, which forms part of
disclaimer) of the Auditors in the Audit Reports issued this Annual Report.
by them that calls for any explanation from the Board
of Directors, and they also did not report any incident 20. Internal Control Systems
of fraud to the Audit Committee of the Company during
Adequacy of Internal Financial Controls
the year under review.
The Company believes that internal control is a
18. Secretarial Auditors and their Report necessary prerequisite of governance and that freedom
should be exercised within a framework of checks and
Pursuant to Section 204 of the Act and Rules made
balances. The Company has a well‑established internal
thereunder, P. Mehta & Associates, Practising Company
control framework, which is designed to continuously
Secretaries represented by Mr. Prashant Mehta were
assess the adequacy, effectiveness and efficiency of
appointed as Secretarial Auditors of the Company for
financial and operational controls. The management
the Financial Year 2022–23 to conduct the Secretarial
ensures an effective internal control environment
Audit and issue the Secretarial Audit Report in Form
commensurate with the size and complexity of the
MR-3. The Secretarial Audit Report issued by Secretarial
business, which assures compliance with internal
Auditors for the Financial Year ended March 31, 2023, is
policies, applicable laws, regulations and protection of
annexed as “Annexure 5” to this report.
resources and assets.
Mastek Group has a presence across multiple level connects, and Quarterly Meets, and meetings
geographies, and a large number of employees, suppliers provide opportunities for Mastekeers interaction with
and other partners collaborate to provide solutions to the management.
customer needs. Robust internal controls and scalable
As of March 31, 2023, Mastek Group had a total
processes are imperative to managing the global scale
headcount of 5,622. Mastek Group continues to focus on
of operations. The Management has laid down internal
attracting new talent and helping them to acquire new
financial controls to be followed by the Company.
skills, explore new roles, and realise their potential by
The Company has adopted policies and procedures
providing training and retaining top talent.
for ensuring the orderly and efficient conduct of
the business, including adherence to the Company’s
22. Management of Equality, Risks of Fraud,
policies, the safeguarding of its assets, the prevention
Corruption, and Unethical Business Practices
and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely • Equal opportunity employer
preparation of reliable financial disclosures.
The Company has always provided a congenial
atmosphere for work, free from discrimination
Internal Audit
and harassment (including but not limited to
An independent and empowered Internal Audit Firm at sexual harassment). It has also provided equal
the corporate level carries out risk focused audits across opportunities for employment to all irrespective
all businesses (both in India and overseas) to ensure of their personal background, ethnicity, religion,
that business process controls are adequate and are marital status, sexual orientation, or gender.
functioning effectively. These audits include reviewing
finance, operations, safeguarding of assets, and • Code for Prevention of Insider Trading Practices
compliance‑related controls. Areas requiring specialised
The Company has adopted the “Code of Internal
knowledge are reviewed in partnership with external
Procedures and Conduct for regulating, monitoring
subject matter experts.
and reporting of trading by Insiders” in compliance
The Internal Audit functioning is governed by the with the SEBI (Prohibition of Insider Trading)
scope of audit duly approved by the Audit Committee Regulations, 2015 to regulate, monitor and
of the Board, which stipulates matters contributing to report trading by its Designated Person(s) / and
the proper and effective conduct of the audit. As the other connected person(s). Further, for effective
business expanded with new acquisitions, the scope has implementation of the Code, the Company has put
been widened to include the internal control framework in place the penalty framework and the internal
of the new entities. The corporate‑level process guidelines on violation of the said Code.
controls, including the ERP framework and operating
The Company’s “Code of practices and procedures
processes, are constantly monitored for effectiveness
for fair disclosure of unpublished price‑sensitive
during such Audits.
information” is available on the Company’s website
The Company’s senior management closely monitors and can be accessed through the web link https://
the internal control environment and ensures that the www.mastek.com/wp-content/uploads/2021/10/
recommendations of the Internal Auditors are effectively code-of-practices-and-procedures-for-fairdisclosure-
implemented. The Audit Committee periodically reviews of-upsi.pdf
key findings and provides strategic guidance. Internal
Auditors report directly to the Audit Committee. • Establishment of Vigil Mechanism (Whistle-
Blower Policy)
21. Human Resources The Vigil Mechanism as envisaged under the Act,
A key area of focus for the Company is to create a the Rules prescribed thereunder, and the SEBI
performance‑driven workforce while ensuring the health Listing Regulations are implemented through the
and well‑being of employees and their families. Many Company’s Whistle‑Blower Policy which establishes
policies and benefits were implemented to maximise a formal vigil mechanism for the Directors,
employee engagement and welfare. Mastek also Mastekeers, and Stakeholders and provides a
continues to endeavor to create a work environment mechanism for reporting concerns about unethical
that is collaborative, encourages learning, and is growth- behavior, actual or suspected fraud or violation of
oriented to enable employees to perform at their full the Code of Conduct and Ethics. It also provides
potential. Mastek believes in an open and transparent adequate safeguards against the victimisation of
work culture that places adequate emphasis on the complainant who avails the mechanism and
Mastekeers work experience, feedback, and suggestions. provides direct access to the Chairperson of the
Mastek organises regular engagement activities including Audit Committee in exceptional cases. It is affirmed
interactions with all leaders including Executive that no personnel of the Company has been denied
leaders in the organisation through various forums. In access to the Audit Committee. The Whistle Blower
addition, forums such as regular org-wide and function Policy / Vigil Mechanism is placed on the website
Mastek Limited
of the Company and can be accessed through the employees understand the forms of sexual harassment
weblink https://www.mastek.com/wp-content/ while working remotely.
uploads/2022/07/Group-Whistle-Blower-Policy.pdf
During the year under review, no complaint with
allegations of sexual harassment was filed, and there
• Anti-Bribery and Corruption Policy
was no complaint or pending investigations at the end of
In furtherance of the Company’s Philosophy of the year.
conducting business in an honest, transparent,
and ethical manner, the Board has laid down 24. Corporate Social Responsibility (CSR)
the ‘Anti-Bribery and Corruption Policy’ as part
Mastek has been an early adopter of CSR initiatives.
of the Company’s Code of Business Conduct
Mastek Foundation is the CSR wing of the Company.
and Ethics. Our Company has zero tolerance for
Founded in 2002, the mission of Mastek Foundation
bribery and corruption and is committed to acting
is Informed Giving, Responsible Receiving. The
professionally and fairly in all its business dealings.
institution seeks to inspire Company employees by
Awareness of the policy is ensured through
creating awareness among them to give back to the
mandatory online training and understanding is
community through mediums such as volunteering and
confirmed through a test that has a minimum
giving opportunities. The Foundation also supports Non
threshold for passing and generating a certificate of
‑ Governmental Organisations (NGOs) to scale and build
successful completion.
their capabilities through the core skill of Information
Technology. Hence, the Mastek Foundation has 3 (three)
23. Disclosures as per the Sexual Harassment
clearly defined pillars: GIVE, ENGAGE, and BUILD.
of Women at the Workplace (Prevention,
Prohibition, and Redressal) Act, 2013 The disclosures required to be given under Section
The Company has zero‑tolerance for sexual harassment 135 of the Act, read with Rule 8(1) of the Companies
in the workplace and has adopted a policy on (Corporate Social Responsibility Policy) Rules, 2014, as
prevention, prohibition, and redressal of sexual amended, are annexed as “Annexure 6” to this report.
harassment at the workplace in line with the provisions The CSR Policy of the Company is posted on the
of the Sexual Harassment of Women at Workplace website of the Company and can be accessed through
(Prevention, Prohibition and Redressal) Act, 2013 and the weblink https://www.mastek.com/wp-content/
the rules thereunder for prevention and redressal of uploads/2022/07/Corporate-Social-Responsibility-
complaints of sexual harassment at workplace. The Policy-2022.pdf
Company has complied with provisions relating to
the constitution of the Internal Committee under the 25. Business Responsibility and Sustainability
Sexual Harassment of Women at Workplace (Prevention, Report (BRSR)
Prohibition and Redressal) Act, 2013.
Pursuant to Regulation 34(2)(f) of the SEBI Listing
All women employees, whether permanent, temporary, Regulations, the Business Responsibility and
or contractual, are covered under the above policy. The Sustainability Report for the Financial Year ended March
said policy has been uploaded on the internal portal of 31, 2023 forms part of the Annual Report. The Company
the Company for information of all employees. Periodic continues to execute strong ESG proposition by working
sessions were also conducted to apprise employees and with all relevant stakeholders as well as in its own
build awareness of the subject matter. Our key focus operations. The detailed Report given elsewhere in this
is to create a safe, respectful, and inclusive workplace report, forms part of this report.
that fosters professional growth for each employee.
26. Corporate Governance Practices
Your Company has constituted an Internal Committee
(IC) to consider and resolve all sexual harassment The Company has a rich legacy of ethical governance
complaints if any, reported by women. The IC has been practices and follows sound Corporate Governance
constituted as per the Sexual Harassment of Women at practices with a view to bringing transparency to its
Workplace (Prevention, Prohibition, and Redressal) Act, operations and maximising shareholder value. The
2013, and the committee includes external members Company continues to maintain high standards of
from NGOs or with relevant experience. Investigations Corporate Governance, which has been fundamental
are conducted, and decisions are made by the IC at the to and is an integral principle of the business of your
respective locations, and a senior woman employee Company since its inception. Your Directors reaffirm
is a presiding officer over every case. More than half their continued commitment to good corporate
of the total members of the IC are women. The role governance practices. A Report on Corporate
of the IC is not restricted to the mere redressal of Governance along with a Certificate from the Secretarial
complaints but also encompasses the prevention and Auditors of the Company regarding compliance with the
prohibition of sexual harassment. In the last few years, conditions of Corporate Governance as stipulated under
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
Schedule V of the SEBI Listing Regulations forms part of 3. Processes and Optimal use & Upgrade of
this Annual Report. the systems
4. Monitor and measure the

27. Annual Return
energy consumption.
As required under the provisions of Sections 134(3)(a)
and 92(3) of the Act read with Rule 12 of the Companies To achieve the set target of energy savings,
(Management and Administration) Rules, 2014, the we planned and executed below actions.
Annual Return in Form No. MGT‑7 (of Financial Year • Switching to HT express electricity
2022‑23) has been made available on the website of the feeder, wherever feasible to cut down
Company and can be accessed through the weblink: power shutdowns.
https://www.mastek.com/investor-information/.
• Shutting Down and Switching off the
28. Compliance with Secretarial Standards Lights and AC’s after working hours.
During the year under review, the Company has • Maintenance and Servicing of HT/LT
complied with the applicable Secretarial Standards electrical supply systems on periodic
on Meetings of the Board of Directors and on General basis to minimise breakdowns and
Meetings issued by the Institute of Company Secretaries thereby reducing DG operations and
of India in terms of Section 118(10) of the Act. diesel consumption.
• Upgradation of obsolete HT/LT systems

29. Directors & Officers Insurance Policy
with new energy efficient systems.
The Company has sufficiently insured itself under
various Insurance policies to mitigate risks arising from • Upgradation of old HVAC with energy
third‑ party or customer claims, property, casualty, etc. efficient HVAC system. Optimization and
The Company also has in place an insurance policy for Upgrade of UPS system.
its “Directors & Officers” with a quantum and coverage • Replacement of CFL lights with LED lights
as approved by the Board. The policy complies with across all offices.
the requirements of Regulation 25(10) of the SEBI
Listing Regulations. • Upgradation of conventional datacenter
with energy efficient smart rack system.
30. Details of Conservation of Energy and • Installation of solar water heaters
Technology Absorption and Foreign Exchange for cafeteria.
Earnings and Outgo
(A) Conservation of energy (ii) the steps taken by the Company for
utilising alternate sources of energy:
Mastek delivers value and upholds the trust of
not only its customers but also of its stakeholders • As a policy our new offices across globe are
including its employees, its suppliers and partners, placed in LEED or Energy certified buildings.
the society it has impact on and the shareholders • Refurbishment of existing offices in line with
who invest in the company. The ESG roadmap is LEED standards.
aimed to lay out the actions that Mastek will take
and execute to achieve its sustainability objectives We have started doing carbon offsetting to
going beyond the minimum disclosure requirements compensate GHG emission done by our offices
and regulatory compliance. in UK.
• Same will be implemented across all offices in

(i) the steps taken or impact on conservation phase manner.
of energy:
• We are open to adopt renewable power
Mastek being an IT/ITES company we mainly
like solar /wind wherever feasible for all
focus on reducing energy consumption across
our offices.
all offices. To achieve the same we have
prepared action plan 6 years back and same
(iii) the capital investment on energy
has been implemented in phases.
conservation equipments:
Action Plan: • In line with our energy optimisation plan, we
1. Survey of electrical infrastructure have implemented various initiatives which
for breakdown of energy use across are mentioned above in point (i). Till Financial
the units. Year 2023, we have invested approx. INR 4
Crores for energy conservation initiatives
2. Identification of challenges for
across Mastek’s offices.
seamless implementation of the plan.
Implementation of Smarter solutions,
Mastek Limited
(B) Technology absorption Energy Efficiency:

We are taking initiatives mentioned below that
We have always been focused for adopting
reduce our electricity energy consumption.
technology to facilitate business growth. In FY23,
we continued to invest in digital technologies, • Energy efficient retrofits/utilities
which have helped us improve operational system upgradation.
efficiencies and customer experiences.
• New offices in LEED/Energy certified buildings.
Efforts made towards technology absorption are:-
• Switching to renewable energy supply source,
• For procurement and billing we have wherever feasible.
implemented procure to pay platform.
Responsible Sourcing:
• For travel booking and billing we have
implemented Travel and Expense • We are switching to ecofriendly/less polluting
management platform. alternatives such as refrigerants with lower
ozone depletion potential.
(C) Foreign exchange earnings and outgo • Priority is given for procuring products with
Total Foreign Exchange used and earned by the high energy /green rating.
Company are as follows:
Carbon Offsets:
(` in lakhs)
Year ended Year ended • We have successfully completed carbon
March 31, 2023 March 31, 2022 offsetting of Mastek UK emissions reported
Foreign Exchange Outgo 155 357 for FY 2019-20. We have started our carbon
Foreign Exchange Earned 28,781 28,317 offsetting journey by contributing for solar,
wind projects and energy efficient cook stoves
31. Environmental, Social and Governance (ESG) in various certified carbon offset projects.
While laying out a strategic approach to achieve the ESG
• We have completed our carbon emissions
goals in all areas and levels in the Company, this year
reporting of Mastek UK for FY 2021-22. We also
along with prioritising Goal 4 (Quality Education), Goal 5
plan to offset these emissions by contributing
(Gender Equality), Goal 6 (Clean Water and Sanitation),
in carbon offset projects.
Goal 8 (Decent Work and Economic Growth) and Goal
13 (Climate Action) of the United Nation’s Sustainable • Please find below the link w.r.t. Mastek UK
Development Goals, we have also focused on aligning to carbon assessment:
Goal 1 (promotes livelihood and health among women
https://www.mastek.com/statutory-
impacted by poverty), Goal 2 (Zero hunger), Goal 7
compliance/
(affordable, reliable, sustainable and modern energy)
and Goal 12 (sustainable consumption and production). • We are monitoring our electricity consumption
of our global offices.
a. Environment
Climate change needs global attention and action Health & Safety:
and Mastek recognises its role to be part of the Post pandemic work from office culture is slowly picking
solution. We aim to deal with climate action within up. We are pursuing best housekeeping practices
our operations and engage with stakeholders for in all our offices to maintain overall hygiene and
the global program. safety standards.
Our steady focus on responsiveness to the needs of Our Mahape, Seepz SDF 4 and Acropolis Ahmedabad
the environment ecosystem will continue to be in offices are accredited by DNV for ISO 14001:2015 (EMS) &
three main areas: ISO 45001:2018 (OHSAS).
• Decreasing carbon emissions through energy In view of creating awareness and improving
efficiency and conservation while moving to competencies we have regular online sessions by subject
renewable energy, experts for employees on the Environment, Health and
Safety topics.
• Minimising waste going to landfills.
• Conserving freshwater. b. Social
Mastek (UK) Limited (“Mastek UK”), a Subsidiary Mastek has strong and established CSR framework.
of the Company is committed to achieving carbon It drives the CSR through Mastek Foundation (www.
neutrality by Financial Year 2030 followed by Net- mastekfoundation.in), the CSR arm of Mastek was
Zero Emissions by Financial Year 2040. founded in 2002.
Its mission is – ‘Informed Giving, Responsible • The Company does not have any scheme or
Receiving’. provision of money for the purchase of its own
shares by trustees for employee benefit.
Mastek has been an early adopter of CSR initiatives.
The institution seeks to inspire Company employees • The Company is not required to maintain cost
by creating awareness among them to give back records as per Section 148 of the Act.
to the community in ways which would meet the
• There was no buyback of shares during the year
needs and challenges faced by the community
under review.
members. One such medium could be through
volunteering and giving opportunities. Mastek • The Company has not accepted any deposits from
Foundation, together with Mastek has a payroll the public under the provisions of the Act and the
giving programme which encourages employees rules framed thereunder.
to come forward and contribute to society as
informed givers. Every quarter-end, since 2017, • The Company has not failed to implement any
your Company holds a ‘Gratitude is Attitude’ corporate action during the year under review.
event, bringing together all its employees and the
charities to present themselves for donations from • The Company’s securities were not suspended
the employees. Mastek is committed to touch a during the year under review.
million lives through its CSR programme by FY 2028.
• The Company has not issued equity shares
The Foundation also supports Non-Governmental
with differential rights as to dividend, voting,
Organisations (NGOs) to scale and build their
or otherwise.
capabilities through Information Technology skills.
Hence, the Foundation has 3 clearly defined pillars: • There was no revision of financial statements and
GIVE, ENGAGE and BUILD. In the Financial Year the Board’s Report of the Company during the year
2022-23, Mastek collaborated with about 28 NGOs under review requiring shareholders approval.
which benefited about 43,464 people in need.
• No application has been made under the Insolvency
The disclosures required to be given under
and Bankruptcy Code; hence the requirement to
Section 135 of the Act, read with Rule 8(1) of the
disclose the details of the application made or
Companies (Corporate Social Responsibility Policy)
any proceeding pending under the Insolvency and
Rules, 2014, as amended, is annexed as “Annexure
Bankruptcy Code, 2016 (31 of 2016) during the
6” to this report.
year along with their status as at the end of the
The CSR Projects and the CSR Policy of the Financial Year is not applicable.
Company is available on the Company’s website
and can be accessed through the weblink https:// • There are no significant and material orders
www.mastek.com/wp-content/uploads/2022/07/ passed by the Regulators or Courts or Tribunals,
Corporate-Social-Responsibility-Policy-2022.pdf. which would impact the going concern status of
the Company and its future operations and legal
c. Governance compliances. However, Members’ attention is
drawn to the statement on contingent liabilities,
Mastek has a rich legacy of ethical governance
commitment in the notes forming part of the
practices and follows sound corporate governance
financial statement as.
practices with a view to bringing transparency
to its operations and maximising shareholder • The Company has not made any one-time
value. The Company continues to maintain high settlement for loans taken from the Banks or
standards of corporate governance, which has Financial Institutions.
been fundamental to and is an integral principle of
the business of your Company since its inception. 33. Amendment to the Articles of Association
Mastek’s Directors reaffirm their continued
The Board of Directors of the Company, at their
commitment to good corporate governance
meeting held on March 21, 2023, approved the
practices. A report on corporate governance along
amendments to the Articles of Association approving
with a certificate from the Secretarial Auditors
the appointment of two Promoter Directors and also
of the Company regarding compliance with the
agreed to incorporate the relevant amended provisions
conditions of corporate governance as stipulated
of the Shareholders’ Agreement, which was modified
under Schedule V of the SEBI Listing Regulations
and executed between the Company, its Promoters,
forms part of the Annual Report.
and New Shareholders. Accordingly, the Company has
proposed the amendments to the Articles of Association
32. Other Disclosures
of the Company as a consequence of the amendment of
No disclosure or reporting was made with respect to the the Shareholders’ Agreement and also added an article
following items, as there were no transactions during stating the appointment of Two Promoter Directors in
the year under review:
Mastek Limited
terms of the Articles of Association of the Company, 35. Industry Recognition:

through a said Postal Ballot. The results of the Postal During the year under review, your Company,
Ballot will be declared on or before May 3, 2023. Subsidiaries and its officials received various awards and
felicitations conferred by reputable Organisations. The
34. Directors’ Responsibility Statement detailed updates on the same is included elsewhere in
Based on the framework of Internal Financial Controls this Annual Report.
and compliance systems established and maintained
by the Company, audits, and reviews are performed by 36. Acknowledgements
the Internal, Statutory, and Secretarial Auditors, and Your Directors thank all the customers, associates,
the reviews are undertaken by the Management and vendors, investors, and bankers across the globe, for
the Audit Committee, the Board is of the opinion that their continued support during the year under review.
the Company’s Internal Financial Controls have been Your Directors place on record their sincere appreciation
adequate and effective during the year under review. for the enthusiasm and the commitment for the growth
In terms of Section 134(3)(c) of the Act, your Directors and also the contribution made by the employees at
would like to make the following statements to the all levels. The Company’s consistent growth was made
Members, to the best of their knowledge and belief possible by their hard work, solidarity, co-operation,
and according to the information and representations and support.
obtained by the Management: Your Directors are grateful to the Investors for their
(a) that in the preparation of the Annual Financial continued support, trust, patronage and confidence
Statements for the year ended March 31, 2023, in the Company over last more than 4 (four) decades.
the applicable Accounting Standards have been Your directors would like to make a special mention
followed along with proper explanation relating to of the support extended by the various Departments
material departures, if any; of the Central and State Governments, particularly
the Software Technology Parks of India, Development
(b) that such Accounting Policies as mentioned in Commissioners - SEZ, the Department of Communication
the Notes to the Financial Statements have been and Information Technology, the Direct and Indirect
selected and applied consistently, and judgements Tax Authorities, the Ministry of Commerce, the Reserve
and estimates have been made that are reasonable Bank of India, Ministry of Corporate Affairs / Registrar of
and prudent so as to give a true and fair view of Companies, Securities and Exchange Board of India, the
the state of affairs of the Company as at March 31, Stock Exchanges and others and look forward to their
2023, and of the profits of the Company for the continued support in all future endeavors.
year ended on that date;
With continuous learning, the skill upgradation and
(c) that proper and sufficient care has been taken technology development, Company will continue to
for the maintenance of adequate accounting provide world class professionalism and services.
records in accordance with the provisions of the
Act for safeguarding the assets of the Company Your Directors look forward to the long‑term future
and for preventing and detecting fraud and with confidence.
other irregularities;
For and on behalf of the Board of Directors
(d) that the Annual Financial Statements have been
prepared on a going concern basis; Ashank Desai
Chairman
(e) that proper Internal Financial Controls to be
(DIN: 00017767)
followed by the Company have been laid down and
that such internal financial controls are adequate
Date: April 19, 2023
and were operating effectively; and
Place: Mumbai
(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.
“Annexure 1” to Directors’ Report
THE DISCLOSURE PURSUANT TO REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS)
REGULATIONS, 2021 READ WITH SEBI CIRCULAR DATED AUGUST 13, 2021 FOR THE YEAR ENDED MARCH 31,
2023.
A. Relevant disclosures in terms of the B. Diluted EPS on the issue of shares pursuant to
Accounting Standards prescribed by the all the schemes covered under the Regulations
Central Government and Section 133 of the shall be disclosed in accordance with ‘Indian
Companies Act, 2013 including the ‘Guidance Accounting Standard 33 - Earnings Per Share’
note on accounting for employee share-based issued by the Central Government or any other
payments’ issued in that regard from time to relevant Accounting Standards as issued from
time. time to time.
Refer to Note No. 35 forming part of the Standalone Refer to Note No. 26 forming part of the Standalone
Financial Statements and Note No. 32 of the Financial Statements and Note No. 23 of the
Consolidated Financial Statements for the Financial Year Consolidated Financial Statements for the Financial Year
2022‑23. Please note that the said disclosure is provided 2022‑23. Please note that the said disclosure is provided
in accordance with Indian Accounting Standards (Ind AS) in accordance with Indian Accounting Standards (Ind AS)
102 ‑Share-Based Payment. 33 – Earnings per share.
C. Details related to Employee Stock Option Plans (ESOP).
(i) General terms and conditions of ESOP

Sr.
Particulars Plan V Plan VI Plan VII
No.
(a) Date of Shareholders’ Approval March 20, 2009 October 1, 2010 July 17, 2013
(b) Total number of Options / RSU’s approved 1,500,000 2,000,000 2,500,000
under the Schemes
(c) Vesting Requirements Options:
The first vesting of the Stock Options / RSU’s shall happen only on
completion of 1 (one) year from the date of grant. The maximum vesting
period is 4 (four) years from the date of Grant.
RSU’s:
Applicable to all employees. The vesting period will be 3 (three) years and
the vesting schedule would be 20% at the end of first year, 30% at the end
of second year, and 50% at the end of third year. The price of Options /
RSU’s would be ` 5 per share (Face value).
(d) Exercise Price or Pricing Formula The exercise price is determined by the Nomination and Remuneration
Committee and such price may be the face value of the share from time
to time or maybe the Market Price or any price as may be decided by the
Committee
(e) Maximum Term of Options / RSU’s Granted 11 years from the date of Grant
(f) Source of Shares Primary
(g) Variation in terms of Options / RSU’s The Company implemented the Scheme of Arrangement in the Financial
Year 2015‑16, effective April 1, 2014. Mastek Limited got split into Mastek
Limited and Majesco Limited. Subsequent to this arrangement, the exercise
price has been proportionately revised for the Options outstanding on the
date of arrangement. Ratio of split up was 37:63.
(ii) Method used to account for ESOS = Fair Value
(iii) Where the Company opts for expensing of the options using the intrinsic value of the options, the difference
between the employee compensation cost so computed and the employee compensation cost that shall have
been recognised if it had used the fair value of the options shall be disclosed. The impact of this difference on
profits and on EPS of the Company. = Not Applicable
(iv) Options / RSU’s Movement during the year and weighted average exercise prices and weighted average fair values of options shall be disclosed separately for options
94
whose exercise price either equals or exceeds or is less than the market price of the stock
Year ended March 31, 2023 Year ended March 31, 2022 Year ended March 31, 2023 Year ended March 31, 2022 Year ended March 31, 2023 Year ended March 31, 2022
Weighted Weighted Weighted Weighted Weighted Weighted

Particulars No. of share No. of share No. of share No. of share No. of share No. of share
average average average average average average
options/ options/ options/ options/ options/ options/
Exercise Exercise Exercise Exercise Exercise Exercise
RSU’s RSU’s RSU’s RSU’s RSU’s RSU’s
price (in Rs.) price (in Rs.) price (in Rs.) price (in Rs.) price (in Rs.) price
Plan Plan V Plan VI Plan VII

Mastek Limited
Outstanding Options/ 6,725 47 10,475 63 73,309 120 1,18,091 114 6,33,770 83 10,18,646 96
RSU’s at the beginning of
Annual Report 2022-23
the year
No. of Options/ RSU’s - - - - - - - - 54,860 5 14,530 5
Granted during the year
No. of Options/ RSU’s (6,225) 47 - - (9,296) 130 (20,769) 142 (1,70,533) 134 (2,74,314) 53
Exercised during the year
and No. of shares arising
as a result of exercise of
options/ RSU’s
No. of Options/ RSU’s (500) 47 (3,750) 91 (24,094) 72 (24,013) 73 (48,133) 89 (1,25,092) 28
Lapsed/Forfeited during
the year
No. of Options/ RSU’s - - - - - - - - - - - -
Forfeited / revoked
during the year
No. of Options/ RSU’s - - - - - - - - - - - -
Vested during the year
No. of Options/ RSU’s - - 6,725 47 39,919 147 73,309 120 4,69,964 55 6,33,770 83
Outstanding at the end of
the year
No. of Options/ RSU’s - - 6,725 47 39,919 147 73,309 120 3,26,700 77 4,48,225 116
Exercisable at the end of
the year
Money realised by 2,92,513 - - - 12,12,153 29,42,020 - 2,29,22,468 - 1,44,25,374 -
exercise of Options/
RSU’s during the year
Loan repaid by the Trust during the year from exercise price received - Not Applicable
(v) Employee-wise details of Options / RSU’s granted during the year to

Plan V Plan VI Plan VII Exercise Price
(a) Senior Managerial Personnel
Hiral Chandrana (Global Chief Executive Officer) ‑ ‑ 10,230
Face Value of ` 5 per

Abhishek Singh (President UKI & Europe) ‑ ‑ 2,180
Arun Agarwal (Global Chief Financial Officer) ‑ ‑ 1,130
option
Maninder Kapoor Puri (Group Chief Human Resources and Diversity Officer) ‑ ‑ 1,580
Vimal Dangri (Global Chief Legal and Compliance Officer) ‑ ‑ 890
(b) Employees who were granted, during any 1 (one) year, Options / RSU’s
amounting to 5% or more of the Options / RSU’s granted during that year
Hiral Chandrana (Global Chief Executive Officer) ‑ ‑ 10,230
(c) Identified employees who were granted Options / RSU’s, during any 1 (one) ‑ ‑ - ‑
year, equal or exceeding 1% of the issued capital (excluding outstanding
warrants and conversions) of the Company at the time of grant
(vi) Description of the method and significant Expected life of the Options / RSU’s:
assumptions used during the year to estimate Expected life of the Options / RSU’s is the
the fair value of options including the following period for which the Company expects the
information\ Options / RSU’s to be live.
(a) The weighted-average values of share The minimum life of Options / RSU’s is the
price, exercise price, expected volatility, minimum period before which the Options /
expected option life, expected dividends, RSU’s cannot be exercised and the maximum
the risk-free interest rate, and any other life of the Option is the maximum period
inputs to the model and the method used, after which the Options / RSU’s cannot be
and the assumptions made to incorporate exercised. The Company has calculated
the effects of expected early exercise; expected life as the average of the minimum
and the maximum life of the Options / RSU’s.
The weighted average fair value of each unit
under the plan, granted during the year ended Dividend yield: Expected dividend yield has
was ` 2,091 using the Black‑Scholes model been calculated as a total of interim and final
with the following assumptions: dividends declared in the last year preceding
the date of grant.
As at March
Particulars
31, 2023
(b) How expected volatility was determined,
Weighted average grant date share 2,091
including an explanation of the extent to
price (`)
which expected volatility was based on
Weighted average exercise price (`) 5
historical volatility; and
Dividend yield (%) 0.73%
The Black‑Scholes model is used for the
Expected life (years) 3-7 Years valuation of stock options and the expected
Risk free interest rate (%) 7.03% volatility is considered based on the
Volatility (%) 50.04% historical trend.
Volatility: Volatility is a measure of the (c) Whether and how any other features of
amount by which a price hedge fluctuated or the option grant were incorporated into
is expected to fluctuate during the period. the measurement of fair value, such as a
The measure of volatility used in the Black market condition.
Scholes option‑pricing model is the annualised
Not Applicable to current Options / RSU’s.
standard deviation of the continuously
compounded rates of return on the stock over
a period of time. Company considered the
daily historical volatility of the Company’s
stock price on NSE over the expected life of Ashank Desai
each vest. Chairman
(DIN: 00017767)
Risk free rate: The risk‑free rate being
considered for the calculation is the interest
rate applicable for a maturity equal to
Place: Mumbai
the expected life of the Options / RSU’s
based on the zero‑coupon yield curve for
government securities.
Mastek Limited
FORM AOC-1
(Pursuant to the first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)
A Statement containing salient features of the Financial Statements and the brief business of Subsidiaries Pursuant to
sub-section (3) of Section 129 of the Companies Act, 2013.
Sr.
Name of Subsidiaries Brief business of Subsidiaries
No.
1. Mastek Enterprise Solutions Private is a Company with deep‑rooted capability in providing highly skilled resources and end‑to‑end
Limited (Formerly known as Trans services including strategy, creative design, implementation, and managed services for Digital
American Information Systems Private commerce and Enterprise applications. Having a presence in India and supporting the US, ME,
Limited) and India‑based Customers.
2. Mastek (UK) Limited is a niche digital transformation services provider, which uses agile methodologies to service
customers across sectors through the App Development, Managed Services, Data Warehouse,
Business Intelligence, and Testing Services. The Company is a provider of Software Solutions,
which enable customers to solve their complex, mission‑critical business problems with
innovative solutions that sustain and grow their business in the UK market.
3. Mastek Inc. is a niche digital transformation services provider, which uses agile methodologies to service
customers across sectors through the App Development, Managed services, Data Warehouse,
Business Intelligence, and Testing Services. The Company is a provider of Software Solutions,
which enable customers to solve their complex, mission critical business problems with
innovative solutions that sustain and grow their business in the US market.
4. Trans American Information Systems is a global digital services firm focused on implementing the Digital Commerce applications
Inc. including manages services, as well as integrating them with the full suite of Oracle Customer
Experience Products.
5. IndigoBlue Consulting Limited is specialising in Agile Programme and project management. It entered into Business Transfer
Agreement in June 2018, with its parent company to merge itself (transfer of its business,
assets, and liabilities) to enable greater synergies between them and also achieve higher
operational efficiencies.
6. Mastek Arabia FZ ‑ LLC is a niche digital transformation services provider, which uses agile methodologies to service
Business Intelligence and Testing Services.
7. Mastek Digital Inc. is a niche digital transformation services provider, which uses agile methodologies to service
Business Intelligence and Testing Services in the Canada market.
8. Evolutionary Systems Egypt LLC
9. Evolutionary Systems Consultancy LLC
10. Evolutionary Systems Bahrain WLL
11. Evosys Kuwait Company for designing
and equipping Computer Centers LLC
12. Evolutionary Systems Saudi LLC
13. Mastek Systems Pty. Ltd. (Formerly
Evolutionary Systems Pty Ltd.)
14. Evosys Consultancy Services (Malaysia) are in the business of IT consulting, Implementation and Managed services for Enterprise
SDN. BHD. applications using best in class automation and methodologies to drive business outcome.
15. Newbury Cloud INC
16. Evolutionary Systems B.V.
17. Evolutionary Systems Qatar WLL
18. Evolutionary Systems (Singapore) Pte.
Ltd.
19. Evolutionary Systems Company Limited
20. Evolutionary Systems Corp.
21. Evolutionary Systems Canada Limited
22. Meta Soft Tech Systems Private Limited is an off-shore service provider and is mainly engaged in IT and software support services, to
meet overseas client requirements.
23. Metasoftech Solutions LLC is the Salesforce consulting partner having Summit level status in the Salesforce ecosystem
with a strong reputation in Americas especially in the Healthcare, Public Sector, and
Manufacturing Industry verticals. Through the framework of a proven effective Roadmap to
Results, the 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 grow as clients grow.
Part “A”: Subsidiaries
The Date Reporting
% of
Sl. since when Currency/ Share Reserve & Total Provision for Proposed
Name of Subsidiaries Total Assets Investments Turnover PBT / (Loss) PAT / (Loss) Share-
No. subsidiary Exchange Rate Capital Surplus Liabilities Taxation Dividend
holding
was acquired in INR
(` in lakhs)
1 Mastek Enterprise Solutions Private 23-12-2016 5 52,510 64,301 11,786 42,876 41,303 6,754 1,785 4,969 90%
Directors’ Report
Limited (Formerly known as Trans

American Systems Private Limited)
2 Mastek (UK) Limited 01-10-2001 1 GBP = 101.65 203 1,15,362 1,51,985 36,420 1,13,817 1,26,235 26,735 5,095 21,640 6,099 100%
3 IndigoBlue Consulting Limited 01-05-2015 1 GBP = 101.65 - - - - - - - - - - 100%
Note 3
4 Mastek Inc. 17-11-2015 1 USD = 82.17 58,628 (13,519) 1,09,881 64,772 1,03,331 3,982 (5,399) (1,472) (3,927) - 100%
5 Trans American Information Systems Inc 23-12-2016 1 USD = 82.17 4 8,496 18,808 10,308 1,330 20,510 (2,146) (467) (1,679) - 100%
6 Mastek Digital Inc. 30-04-2020 1 CAD = 60.67 243 504 825 79 - 628 41 14 27 - 100%
7 Mastek Arabia - FZ LLC 01-03-2020 1 AED= 22.37 53,298 (2,266) 60,800 9,768 9,419 5,514 (842) 242 (1,084) - 100%
8 Evolutionary Systems Consultancy LLC 01-03-2020 1 AED= 22.37 34 (3,042) 2,098 5,106 - 4,985 (1,465) 591 (2,056) - 49%
Overview
Corporate
9 Mastek Systems Pty. Ltd. (Formerly 01-02-2020 1 AUD = 55.03 28 2,829 4,510 1,654 - 4,612 (429) (122) (307) - 100%
Evolutionary Systems Pty Ltd.)
10 Evolutionary Systems Bahrain WLL 01-03-2020 1 BHD = 217.94 109 552 789 129 - 1,013 (133) - (133) - 100%
11 Evolutionary Systems Egypt LLC 01-03-2020 1 EGP = 2.67 0 263 347 84 - 830 199 44 155 - 100%
12 Evosys Kuwait Company for designing and 01-03-2020 1 KWD = 267.80 54 685 1,155 416 - 873 604 (22) 626 - 49%
equipping Computer Centers LLC
Reports
Statutory
13 Evosys Consultancy Services Malaysia 01-02-2020 1 MYR = 18.62 1 756 1,294 537 - 1,367 234 65 170 - 100%
SDN. BHD.
14 Newbury Taleo Group, Inc 01-02-2020 1 USD = 82.17 0 157 198 41 - 78 42 103 (61) - 100%
15 Evolutionary Systems BV 01-02-2020 1 EUR = 89.44 0 4,201 8,006 3,805 - 11,038 1,365 341 1,024 - 100%
16 Evolutionary Systems Qatar WLL 01-02-2020 1 QAR = 22.48 45 674 1,759 1,040 - 1,060 (354) (70) (283) - 49%
17 Evolutionary Systems Saudi LLC 01-03-2020 1 SAR = 21.89 109 4,226 14,405 10,069 - 15,355 2,258 412 1,846 - 100%
Financial
Statements
18 Evolutionary Systems (Singapore) Pte. Ltd. 01-02-2020 1 SGD = 61.79 62 (353) 4,209 4,500 1 4,002 (349) (65) (284) - 100%
19 Evolutionary Systems Company Limited 01-02-2020 1 GBP = 101.65 0 26,121 31,734 5,613 0 32,734 7,090 1,356 5,733 - 100%
Information
Shareholder
97
The Date Reporting
% of
98
Sl. since when Currency/ Share Reserve & Total Provision for Proposed
Name of Subsidiaries Total Assets Investments Turnover PBT / (Loss) PAT / (Loss) Share-
No. subsidiary Exchange Rate Capital Surplus Liabilities Taxation Dividend
holding
was acquired in INR
(` in lakhs)
20 Evolutionary Systems Corp. 01-02-2020 1 USD = 82.17 2 3,354 13,159 9,803 1,859 19,667 (2,852) (1,047) (1,805) - 100%
21 Evolutionary Systems Canada Limited 17-05-2021 1 CAD = 60.67 30 35 566 501 - 531 34 11 23 - 100%
22 Meta Soft Tech Systems Private Limited 01-08-2022 54 1,752 3,669 1,863 - 3,218 580 141 439 - 100%
Mastek Limited
Note 4
23 Metasoftech Solutions LLC 01-08-2022 1 USD = 82.17 191 6,118 13,560 7,251 - 23,182 4,298 933 3,365 - 100%
Note 4
Notes:
1. Names of subsidiaries which are yet to commence operations: NA
2. Names of subsidiaries which have been liquidated or sold during the year: NA
3. IndigoBlue Consulting Limited business has been merged into Mastek (UK) Limited with effect from June 30, 2018.
4. On August 1, 2022 the Company acquired 100% capital / interest in these entities.
5. The figures reported above are based on unaudited financial statements of the subsidiaries.
Part “B”: Associates and Joint Venture

The Company does not have any Associates and/or Joint Venture Company during the year. Notes:
1. Names of associates or joint ventures, which are yet to commence operations ‑ NA
2. Names of associates or joint ventures which have been liquidated or sold during the year – NA
Ashank Desai Rajeev Grover

Chairman Director
DIN: 00017767 DIN: 00058165
Arun Agarwal Dinesh Kalani

Global Chief Financial officer Vice President - Group Company Secretary
Place: Mumbai
FORM AOC-2
(Pursuant to clause (h) of sub section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in
sub-section (1) of Section 188 of the Companies Act, 2013 which are in the ordinary course of business and at arm’s
length basis
1. Details of contracts / arrangement / transactions not at arm’s length basis: NIL
2. Details of material contracts / arrangements / transactions at arm’s length basis:
Salient Terms
Amount Duration of of Contract /
Nature of Amount Date of
Nature of contracts / paid as an Contracts / Arrangement /
Sr. No. Name of Related Party Relationship ` in lakhs approval by
arrangements / transactions advance, arrangements Transaction
the board
if any / transactions including the
value
1 Mastek (UK) Limited Wholly owned Information Technology 24,865 -
Subsidiary Services ^
Other Income 49 -
Dividend received from 5,714 -
subsidiary
Reimbursable / Other 531 -
expenses recoverable
Guarantee commission ^ 203 -
2 Mastek Inc. Step down Information Technology 447 -
Reimbursable / other 164 -
expenses Payable
Guarantee given 24,651 -
against loan availed by
subsidiary*
3 Trans American Step down Information Technology 430 -
Information Systems Inc. Subsidiary Services^
As per Transfer Pricing guidelines

Others 36 -
Reimbursable / other 19
Expenses recoverable
19.04.2022
2022-23
4 Mastek Digital Inc. Step down Reimbursable / other 4 -

Subsidiary Expenses recoverable
5 Mastek Enterprise Solution Wholly Information Technology 2,472 -
Private Limited (formerly Owned Services (excluding GST)
known as Trans American Subsidiary Reimbursable / other 412 -
Information Systems expenses recoverable
Private Limited) (excluding GST)
expenses Payable
(excluding GST)
Guarantee commission ^ 33 -
Consideration paid on 18,095 -
behalf of subsidiary^^
6 Mastek Arabia FZ LLC Step-down Information Technology 7 -
7 Evolutionary Systems Step-down Information Technology 59 -
Consultancy LLC Subsidiary Services ^
8 Evosys Consultancy Step-down Information Technology 192 -
Services (Malaysia) Sdn Subsidiary Services ^
Bhd. Reimbursable / other 3 -
Mastek Limited
Salient Terms
Amount Duration of of Contract /
Nature of Amount Date of
Nature of contracts / paid as an Contracts / Arrangement /
Sr. No. Name of Related Party Relationship ` in lakhs approval by
arrangements / transactions advance, arrangements Transaction
the board
if any / transactions including the
value
9 Evolutionary Systems Step-down Information Technology 54 -

(Singapore) Pte. Ltd. Subsidiary Services ^
10 Evolutionary Systems Corp. Step-down Reimbursable / other 38 -
Subsidiary expenses recoverable
11 Evolutionary Systems Step-down Reimbursable / other 11 -
Company Limited Subsidiary expenses recoverable
12 Mastek Systems Pty Ltd Step-down Reimbursable / other 8 -
As per Transfer Pricing guidelines

(Formerly known as Subsidiary expenses recoverable
Evolutionary Systems Pty
Ltd)
13 Evolutionary Systems B.V. Step-down Reimbursable / other 6 -
19.04.2022
2022-23
Subsidiary expenses recoverable
14 Evolutionary Systems Qatar Step-down Reimbursable / other 3 -
WLL Subsidiary expenses recoverable
15 Evolutionary Systems Saudi Step-down Reimbursable / other 8 -
LLC Subsidiary expenses recoverable
16 Meta Soft Tech Systems Wholly owned Information Technology 4 -
Private Limited Subsidiary Services ^^^
17 Mastek Foundation - Contribution towards 240 -
CSR activities
18 Compensation of key - - 644 -
management personnel
and directors of the
Company
^ This includes foreign exchange adjustment.
^^ Consideration paid on behalf of Subsidiary is pursuant to acquisition (Refer note 40 of Standalone Financial Statement).
^^^ During the year under review, the Company acquired Meta Soft Tech Systems Private Limited and MetaSoftTech Solutions LLC.
* The guarantees/security have been given for loans availed by the subsidiary [refer Standalone Financials notes 3(a)(i) and 39B].
Justification: The Company, being a provider of IT services, participates in the initiatives of entities within Mastek group
and partners with respective entities’ growth and during the course of rendering such services, the Company also leverages
niche skills, capabilities and resources of its offshore employees. These transactions aim at providing enhanced level of user
experience to the end-consumers of Mastek group and provide the entities within the group cutting edge technologies to
sustain and grow their business.
Ashank Desai
Chairman
(DIN: 00017767)

Place: Mumbai
(Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
1. The ratio of the remuneration (including perquisite value of stocks exercised during the year) of each
Director and Key Managerial Personnel to the median remuneration of the employees of the Company
for the Financial Year 2022-23 and percentage increase / (decrease) in remuneration of each Director
and KMP.
The ratio of % Increase in Remuneration
Remuneration of for Financial Year 2022-23
Name of Directors and KMP Designation each Director / over Financial Year
KMP to the median 2021-22
Remuneration
Mr. S. Sandilya Non-Executive Chairman (Independent) (Resigned w.e.f. 4.99 -8%
March 3, 2023)
Mr. Ashank Desai Managing Director 39.47 25%
Mr. Ketan Mehta Non-Executive Director (Non-Independent) 4.05 -17%
(w.e.f. December 29, 2020)
Ms. Priti Rao Non-Executive Director (Independent) 3.81 -13%
(Resigned w.e.f May 1, 2023)
Mr. Atul Kanagat Non-Executive Director (Independent) 2.62 -47%
(Resigned w.e.f. January 17, 2023)
Mr. Rajeev Kumar Grover Non-Executive Director (Independent) 5.39 -4%
Mr. Suresh Vaswani Non - Executive Director (Independent) 0.73 NA
(Appointed w.e.f. December 11, 2022)
Mr. Arun Agarwal Global Chief Financial Officer (w.e.f. May 31, 2021) 14.78 -25%
Mr. Dinesh Kalani Vice President – Group Company Secretary 6.78 0%
* The % change in Remuneration is not comparable, as the said Directors / Key Managerial Personnel held their respective positions for a part
of the year in either Financial Year 2022‑23 or in Financial Year 2021‑22.
Notes:
1. The increase in the remuneration of Non‑Executive Directors is on account of an increase in the number of Board and Committee meetings
and commissions during the year under review, vis‑a‑vis the preceding Financial Year .
2. The median remuneration of the Company for all its employees is ` 8,20,939 for the Financial Year 2022‑23.
2. The Percentage increase / decrease in the median remuneration of employees in the Financial Year 2022-23
The percentage Increase in the median remuneration of all employees in the Financial Year was 20.2% which is on
account of increased lateral hires during the Financial Year 2022‑23.
3. The number of permanent employees on the rolls of the Company as on March 31, 2023
The number of permanent employees on the rolls of the Company as on March 31, 2023, was 1,367.
4. Average percentile increase already made in the salaries of employees other than the Managerial Personnel
in the last Financial Year and its comparison with the percentile increase in the Managerial Remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the Managerial
Remuneration
The average percentile increase in the salaries of employees other than the Managerial Personnel in the Financial Year
was 4.9% vis‑a‑vis an increase of 5% in the Managerial remuneration.
5. Affirmation that the remuneration is as per the Nomination and Remuneration Policy of the Company:
It is affirmed that the remuneration is as per the Nomination and Remuneration Policy of the Company.
Ashank Desai
Chairman
(DIN: 00017767)

Place: Mumbai
Mastek Limited
Form No. MR-3

Secretarial Audit Report
For the Financial Year ended March 31, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration
Personnel) Rules, 2014]
To a) The Securities and Exchange Board of

The Members India (Listing Obligations and Disclosure
Mastek Limited Requirements) Regulations, 2015 (LODR);
b) The Securities and Exchange Board of

I have conducted the Secretarial Audit of the compliance of
India (Substantial Acquisition of Shares and
applicable statutory provisions and the adherence to good
Takeovers) Regulations, 2011;
corporate practices by Mastek Limited (hereinafter called
the “Company”), incorporated on May 14, 1982 having CIN: c) The Securities and Exchange Board of
L74140GJ1982PLC005215 and Registered Office at 804/805, India (Prohibition of Insider Trading)
President House, Opp. C. N. Vidyalaya, Near Ambawadi Regulations, 2015;
Circle, Ahmedabad - 380006. The Secretarial Audit was
d) The Securities and Exchange Board of India
conducted in a manner that provided me a reasonable basis
(Issue of Capital and Disclosure Requirements)
for evaluating the corporate conducts/statutory compliances
Regulations, 2018;
and expressing my opinion thereon.
e) The Securities and Exchange Board of India
Based on my verification of the Company’s books, papers,
(Share Based Employee Benefits) Regulations,
minute books, forms and returns filed and other records
2014 and the SEBI (Share Based Employee
maintained by the Company and also the information
Benefits and Sweat Equity) Regulations, 2021;
provided by the Company, its officers, agents and authorised
representatives during the conduct of secretarial audit, I f) The Securities and Exchange Board of India
hereby report that in my opinion, the Company has, during (Registrars to an Issue and Share Transfer
the audit period covering the Financial Year ended March 31, Agents) Regulations 1993 regarding Companies
2023 complied with the statutory provisions listed hereunder Act and dealing with the Client;
and also that the Company has proper Board-processes and
2. Provisions of the following Regulations and Guidelines
compliance-mechanism in place to the extent, in the manner
prescribed under the Securities and Exchange Board
and subject to the reporting made hereinafter:
of India Act, 1992 as amended (‘SEBI Act’) were not
1. I have examined the books, papers, minute books, forms applicable to the Company during the audit period:-
and returns filed and other records maintained by the
a) The Securities and Exchange Board of India (Issue
Company for the Financial Year ended March 31, 2023
and Listing of Debt Securities) Regulations, 2008;
according to the provisions of:
b) The Securities and Exchange Board of India
(i) The Companies Act, 2013 (the Act) and the rules
(Delisting of Equity Shares) Regulations, 2009;
made thereunder;
c) The Securities and Exchange Board of India
(ii) The Securities Contracts (Regulation) Act, 1956
(Buyback of Securities) Regulations, 1998.
(‘SCRA’) and the rules made thereunder;
3. I have relied on the representation made by the
(iii) The Depositories Act, 1996 and the Regulations and
Company and its officers for systems and the mechanism
Bye-laws framed thereunder;
formed by the Company and having regard to the
(iv) Provisions of the Foreign Exchange Management compliance system prevailing in the Company and on
Act, 1999 and the rules and regulations made examination of the relevant documents and records in
thereunder to the extent of Foreign Direct pursuance thereof, on test-check basis, the Company has
Investment and Overseas Direct Investment; complied with the following laws applicable specifically
to the Company:
(v) The following Regulations and Guidelines
prescribed under the Securities and Exchange a. The Information Technology Act, 2000;
Board of India Act, 1992 as amended (‘SEBI Act’):-
b. The Special Economic Zone Act, 2005;
c. Policy relating to Software Technology Parks of I further report that during the year following special
India and its regulations; events had occurred:
d. All applicable Labour Laws and other incidental The Company has informed the stock exchanges the
laws related to Labour and employees appointed by below mentioned events during the year under review:
the Company either on its payroll or on contractual
(a) Changes in Board of Directors:
basis as related to wages, gratuity, provident fund,
ESIC, compensation, etc; During the year under review following are the
changes that took place in the Board of Directors:
e. Income Tax Act, 1961 and other Indirect Tax laws;
i. Mr. Suresh Choithram Vaswani was appointed
f. Sexual Harassment of Women at Workplace
as additional Director w.e.f December 11, 2022
(Prevention, Prohibition and Redressal) Act, 2013;
and further his appointment was regularised
g. Bombay Shops and Establishments Act, 1948; through Postal ballot held on January 11, 2023;
I have also examined compliance with the applicable ii. Mr. Atul Kanagat, Independent Director
clauses of the Secretarial Standards in respect of resigned w.e.f January 17, 2023;
Meeting of Board of Directors (SS-1) and General
iii. Mr. S. Sandilya, Non-Executive Chairman &
Meetings (SS-2) issued by The Institute of Company
Independent Director resigned w.e.f March
Secretaries of India and to the best of my knowledge
3, 2023;
and belief, during the period under review, the Company
has generally complied with the provisions of the Act, iv. Mr. Ashank Desai relinquished the role of
Rules, applicable Regulations, Guidelines, Standards, Managing Director w.e.f March 31, 2023;
etc. mentioned above.
(b) Conducted Postal Ballot for the following items
I further report that based on the information provided which has been completed by the Company on
and the representation made by the Company and also January 11, 2023:
on the review of the compliance reports of Chairman
• Appointment of Mr. Suresh Choithram Vaswani
and Chief Financial Officer taken on record by the Board
(DIN: 02176528) as an Independent Director of
of Directors of the Company in our opinion adequate
the Company;
systems and processes exist in the Company to monitor
and ensure compliance with provisions of applicable • To Offer, Issue and Allot Equity Shares on a
general laws like labour laws, etc. Private Placement Basis.
I further report that: (c) The Company had also issued Postal Ballot Notice
dated March 21, 2023 for the following items the
As at March 31, 2023 the Board of Directors of the
results of which will be declared on or before May
Company consists of 5 (five) Members, out of which
3, 2023:
there are 3 (three) Independent Directors, including 1
(one) Woman Director. There are 2 (two) Non‑Executive • To approve amendments to the Articles of
Directors who are also the Promoters of the Company. Association of the Company with respect to
There were changes in the composition of the Board the appointment of Promoter Directors.
of Directors as mentioned below during the period
• To approve amendments to the Articles
under review.
of Association of the Company as a
Adequate notice is given to all Directors to schedule the consequence of the amendment of the
Board Meetings, agenda and detailed notes on agenda Shareholders’ Agreement.
were sent at least seven days in advance, and a system
(d) The Company has declared the Final Dividend
exists for seeking and obtaining further information and
for Financial Year 2021-22 and paid the Interim
clarifications on the agenda items before the meeting
Dividend for the year under review.
and for meaningful participation at the meeting.
(e) All transactions with Related Parties are placed
Decisions at the meetings of the Board of Directors
before the Audit Committee for its approval.
and the Committees of the Company were carried
Omnibus approvals are given by the Audit
unanimously / by majority.
Committee on yearly basis for transactions, which
There are adequate systems and processes in the are anticipated and repetitive in nature. There are
Company commensurate with the size and operations no materially significant Related Party Transactions
of the Company to monitor and ensure compliance with that may have potential conflict with the interest
applicable laws, rules, regulations and guidelines. of the Company at large.
Mastek Limited
(f) During the year under review, the Company sold its To
small office situated in Pune, as it was not in use by The Members
the Company for long. Mastek Limited
Mumbai.
(g) During the year under review, the Company has
CIN: L74140GJ1982PLC005215
acquired entire business and equity shares of Meta
Soft Tech Systems Private Limited. The entire My Secretarial Audit Report of even date is to be read along
business and equity shares were bought for all with this letter.
cash consideration subject to customary closing
1. Maintenance of Secretarial Records is the responsibility
adjustments as per the terms of the Share Purchase
of the management of the company. My responsibility is
Agreement. The said transaction was a 100%
to express an opinion on these secretarial records based
acquisition of shares.
on my audit.
I further report that during the audit period the
2. I have followed the audit practices and processes as
Company and its officers has co-operated with me
were appropriate to obtain reasonable assurances
and have produced before me all the required forms,
about the correctness of the contents of the secretarial
information, clarifications, returns and other documents
records. The verification was done on test basis to
as required for the purpose of my audit.
ensure that correct facts are reflected in secretarial
records, I believe that the processes and practices, I
followed provide reasonable basis for my opinion.
For P Mehta & Associates
Practising Company Secretaries 3. I have not verified the correctness and appropriateness
of financial records and books of accounts of the
Prashant S Mehta company. I have relied on the statutory report provided
(Proprietor) by the Statutory Auditors as well as Internal Auditors
ACS No. 5814 of the company for the Financial Year ended March
C.P. No. 17341 31, 2023.
4. I have obtained the management representation

wherever required about the compliance of laws, rules
Place: Mumbai
and regulations and happening of events etc.
UDIN: A005814E000140256 5. Compliance of the provision and other applicable laws,

PR NO.: 2354/2022 rules, regulations, standards are the responsibility
of management. My examination was limited to the
verification of procedures on test basis.
6. The secretarial audit reports are neither an assurance

as to the future liability of the company nor of the
efficacy or effectiveness with which the management
has conducted the affairs of the Company.

Practising Company Secretaries
Prashant S Mehta
(Proprietor)
ACS No. 5814
C.P. No. 17341

Place: Mumbai
UDIN: A005814E000140256
PR NO.: 2354/2022
“Annexure 5 A” to Directors’ Report

(Secretarial Audit Report of Material Indian Subsidiary)
Form No. MR-3
Secretarial Audit Report
For the Financial Year ended March 31, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration
Personnel) Rules, 2014]
To, the audit period covering the Financial Year ended March 31,
The Members, 2023 complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and
Mastek Enterprise Solutions Private Limited
compliance-mechanism in place to the extent, in the manner
(Formerly known as Trans American Information Systems and subject to the reporting made hereinafter:
Private Limited)
1. I have examined the books, papers, minute books, forms
I have conducted the Secretarial Audit of the compliance and returns filed and other records maintained by the
of applicable statutory provisions and the adherence to Company for the Financial Year ended March 31, 2023
good corporate practices by Mastek Enterprise Solutions according to the provisions of:
Private Limited (Formerly known as Trans American (i) The Companies Act, 2013 (the Act) and the rules
Information Systems Private Limited) (hereinafter called made thereunder;
the “Company”) incorporated on March 5, 1999 having
CIN: U51505GJ1999PTC112745 and its Registered Office (ii) The Securities Contracts (Regulation) Act, 1956
at 804/805, President House, Opp. C. N. Vidyalaya, Near (‘SCRA’) and the rules made thereunder;
Ambawadi Circle, Ahmedabad - 380006. Secretarial Audit was (iii) The Depositories Act, 1996 and the Regulations and
conducted in a manner that provided me a reasonable basis Bye-laws framed thereunder;
for evaluating the corporate conducts/statutory compliances
and expressing my opinion thereon. (iv) Provisions of the Foreign Exchange Management
Act, 1999 and the rules and regulations made
Based on my verification of the Company’s books, papers, thereunder to the extent of Foreign Direct
minute books, forms and returns filed and other records Investment, Overseas Direct Investment and
maintained by the Company and also the information External Commercial Borrowings - Not applicable
provided by the Company, its officers, agents and authorised to the Company during the Financial Year
representatives during the conduct of secretarial audit, I under review;
hereby report that in my opinion, the Company has, during
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 as
amended (‘SEBI Act’):-
SEBI Regulations Applicability
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (LODR);
The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018;
The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Not Applicable
Purchase Scheme) Guidelines, 1999/ Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014;
The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations 1993 regarding Companies Act and dealing with the Client;
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.
Mastek Limited
2. I have relied on the representation made by the Adequate notice is given to all Directors to schedule the
Company and its officers for systems and the mechanism Board Meetings, agenda and detailed notes on agenda
formed by the Company and having regard to the were sent in advance and a system exists for seeking
compliance system prevailing in the Company and on and obtaining further information and clarifications on
examination of the relevant documents and records in the agenda items before the meeting and for meaningful
pursuance thereof, on test-check basis, the Company has participation at the meeting.
complied with the following laws applicable specifically
All decision is carried out through the unanimous
to the Company:
consent of all the Board of Directors and recorded as
a. The Information Technology Act, 2000; part of the minutes.
b. Policy relating to Software Technology Parks of I further report that there are adequate systems and
India and its regulations; processes in the Company commensurate with the size
and operations of the Company to monitor and ensure
c. All applicable Labour Laws and other incidental
compliance with applicable laws, rules, regulations
laws related to Labour and employees appointed by
and guidelines.
the Company either on its payroll or on contractual
basis as related to wages, gratuity, provident fund, I further report that during the audit period the
ESIC, compensation etc; Company and its officers has co-operated with me
and have produced before me all the required forms,
d. Income Tax Act, 1961 and other Indirect Tax laws;
information, clarifications, returns and other documents
e. Sexual Harassment of Women at Workplace as required for the purpose of my audit.
(Prevention, Prohibition and Redressal) Act, 2013;
a) The Company has approved appointment and
I have also examined compliance with the applicable renumeration of Ms. Apeksha Raichura as the
clauses of the following: Company Secretary of the Company w.e.f. May
1, 2022.
(i) Secretarial Standards in respect of Meeting of
Board of Directors (SS-1) and General Meetings (SS- b) Mr. S. Sandilya resigned as a Director of the
2) issued by The Institute of Company Secretaries Company w.e.f. March 3, 2023.
of India
c) Mr. Umang Tejkaran Nahata resigned as Chief
(ii) The Listing Agreements entered into by the Executive Officer (Key Managerial Personnel) of the
Company with Stock Exchange(s),- Not Applicable Company w.e.f. March 31, 2023 and he continues as
the Director of the Company.
(iii) The Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) d) The Company has appointed Ms. Prameela Kalive
Regulations, 2015 (LODR)- Not Applicable (DIN: 07892295) as a Director of the Company w.e.f.
April 12, 2023.
and to the best of my knowledge and belief,
during the period under review, the Company e) The Company has adequate internal audit system in
has generally complied with the provisions of the place commensurate with the size and operations
Act, Rules, applicable Regulations, Guidelines, of the Company.
Standards, etc. mentioned above.
f) The Company is material subsidiary of Mastek
I further report that based on the information provided Limited, the holding Company.
and the representation made by the Company and also
on the review of the compliance reports taken on record
by the Board of Directors of the Company in our opinion
adequate systems and processes exist in the Company
Prashant S Mehta
to monitor and ensure compliance with provisions of
(Proprietor)
applicable general laws like labour laws, etc.
ACS No. 5814
I further report that: C.P. No. 17341
The Board of Directors of the Company is duly

constituted as required under the Companies Act, 2013.
Place: Mumbai
The changes that took place in the composition of the
Board of Directors and Key Managerial Personnel were
UDIN: A005814E000068448
carried out in accordance with the provisions of the Act.
PR NO.: 2354/2022
This report is to be read with our letter of even date which is annexed herewith and forms an integral part of this report.
To,
The Members,
Mastek Enterprise Solutions Private Limited
(Formerly known as Trans American Information Systems Private Limited)
CIN: U51505GJ1999PTC112745
My Secretarial Audit Report of even date is to be read along with this letter.
1. Maintenance of Secretarial Records is the responsibility of the management of the company. My responsibility is to
express an opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurances about the
correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records, I believe that the processes and practices, I followed provide reasonable basis for
my opinion.
3. I have not verified the correctness and appropriateness of financial records and books of accounts of the company. I have
relied on the information provided to me by the Company for the Financial Year ended March 31, 2023.
4. I have obtained the management representation wherever required about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provision and other applicable laws, rules, regulations, standards are the responsibility of
management. My examination was limited to the verification of procedures on test basis.
6. The secretarial audit reports are neither an assurance as to the future liability of the company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.

Prashant S Mehta
(Proprietor)
ACS No. 5814
C.P. No. 17341

Place: Mumbai
UDIN: A005814E000068448
PR NO.: 2354/2022
Mastek Limited
Annual Report on Corporate Social Responsibility (CSR) Activities / Initiatives

[Pursuant to Rules 8 & 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014]
1. Brief outline of CSR Policy of the Company, including an overview of projects or programmes proposed to be
undertaken and a reference to the web link to the CSR policy and projects or programmes.
The CSR policy has been developed for the Company to comply with the provisions of Section 135 of the Act and
Companies (Corporate Social Responsibility Policy) Rules 2014. Mastek is committed to spending up to 2% of the average
net profit for the preceding 3 (three) Financial Years on CSR projects or programmes related to activities specified in
Schedule VII to the Act or such activities as may be notified from time to time. A CSR committee was constituted since
2014, to meet the requirements of the Act.
2. Composition of CSR Committee

Number of meetings of Number of meetings
Sr. Name of Designation /
CSR Committee held of CSR Committee
No. Director Nature of Directorship
during the year attended during the yea
1. Ms. Priti Rao Chairperson, Independent Director 2 2

2. Mr. Ashank Desai Member, Vice‑Chairman & Managing Director 2 2
3. Mr. Rajeev Kumar Grover Member, Independent Director 2 2
3. Provide the web link where the Composition of the CSR committee, CSR Policy, and CSR projects approved by the
board are disclosed on the website of the Company.
https://www.mastek.com/wp-content/uploads/2022/07/Corporate-Social-Responsibility-Policy-2022.pdf
4. Provide the details of the Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule
8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report). Not
Applicable.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 and the amount required for set off for the Financial Year, if any. NIL
6. Average net profit of the Company as per Section 135(5): ` 5,619.8 Lakhs
7. (a) Two percent of the average net profit of the Company as per Section 135(5): ` 112.40 lakhs
(b) Surplus arising out of the CSR projects or programmes or activities of the previous Financial Year s: NIL
(c) Amount required to be set off for the Financial Year, if any: NIL
(d) Total CSR obligation for the Financial Year (7a+7b- 7c): ` 112.40 lakhs
8. (a) CSR amount spent or unspent for the Financial Year: ` 240 lakhs - Spent
Amount Unspent (` in lakhs)
Total Amount Spent for Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule VII as per
the Financial Year (in `) Account as per Section 135(6) the second proviso to Section 135(5)
Amount Date of transfer Name of the Fund Amount Date of transfer
` 240 lakhs N/A N/A N/A N/A N/A

(b) Details of CSR amount spent against ongoing projects for the Financial Year :
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Amount
The item transferred
Amount
from the list Local The amount to Unspent Mode of
spent in Mode of Implementation
Sr. of activities area Project allocated for CSR Account Impleme-
Name of the Project Location of the project the current – Through Implementing
No in schedule (Yes / duration the project for the ntation
Financial Agency
VII to the No) (in `) project as - Direct
Year (in `)
Act per Section
135(6) (in `)
CSR
State District Yes / No Name Registration
number
NA NA NA NA NA NA NA NA NA NA NA NA NA
(c) Details of CSR amount spent against other than ongoing projects for the Financial Year :
(1) (2) (3) (4) (5) (6) (7) (8)
The item from Amount Mode of implementation – Through

Local Location of the project Mode of
Sr. the list of spent in implementing agency
Name of the Project area Implementation
No activities in the current
(Yes / Direct CSR Registration
schedule VII to State District Financial Name
No) Yes / No number
the Act Year (in `)
1 Maternal and Newborn health Good Health Yes Maharashtra Mumbai 35,23,609 No Apnalaya CSR00003515
and Well-being
2 School Sanitation Project Clean Water Yes Maharashtra Palghar and 25,50,000 No PRASAD Chikitsa CSR00006132
and Sanitation Thane
3 Food Heals® Program Good Health Yes Maharashtra Mumbai. 26,29,862 No Cuddles Foundation CSR00001473
and Well-being
4 Goa Systemic School Improvement Quality No Goa North & South 13,91,000 No Adhyayan CSR00002080
Program: Handing over for Education Districts Foundation
sustainable school improvement
5 Room to Read Library Program in Quality No Maharashtra Pune 7,81,812 No Room to Read CSR00000493
Pune Education
6 VigyanGanga: Science on Wheels Quality No Gujarat Narmada 10,00,000 No Jeevantirth CSR00001798
Education
7 Training Underprivileged Children Quality No Haryana Gurugram 25,02,302 No Lotus Petal CSR00001939
under Jeevika Skill Development Education Foundation
Programme
8 Treatment Cost of Animal & Birds for Good Health No Gujarat Valsad 7,32,000 No Shrimad Rajchandra CSR00003177
Shrimad Rajchandra Nursing Home and Well-being Jivadaya Trust
9 Upgradation of Information Quality Yes Maharashtra Mumbai 1,50,000 No The Kelkar CSR00031388
technology laboratory Education Education Trust
10 Hostel for tribal community boys Quality No Gujarat Navsari 25,00,000 No Malvi Educational CSR00003450
Education and Charitable Trust
11 • Reading – Writing – Numerical Quality Yes Maharashtra Palghar & 25,00,000 No ADHYAYAN SANSTHA CSR00017983
Abilities Education Sindhudurg
• School Mathematics Improvement
Program (SMIP)
• Geography Park
12 Project proposal for Bankra School Quality No West Bengal Howrah 20,96,415 No Samaritan Help CSR00000896
Construction Education Mission
13 *Administrative Overheads Maharashtra Mumbai 16,43,000 - Mastek Foundation CSR00001859
2,40,00,000
*Administrative overheads incurred through Mastek Foundation for implementation of the Project by the above agencies includes expenditure
incurred on voluntary CSR spent.
(d) Amount spent on Administrative Overheads: ` 16.43 lakhs (includes expenditure incurred on voluntary CSR spent)
(e) Amount spent on Impact Assessment, if applicable: Not Applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): ` 240 lakhs
(g) Excess amount for set-off, if any

Mastek Limited
Sr.
Particulars Amount (in ` lakhs)
No.
(i) Two percent of the average net profit of the Company as per Section 135(5) 112.4
(ii) Total amount spent for the Financial Year 240.0
(iii) Excess amount spent for the Financial Year [(ii)‑(i)] 127.6
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Nil
Financial Years, if any
(v) The amount available for set off in succeeding Financial Year s [(iii)-(iv)] 127.6
9. (a) Details of Unspent CSR amount for the preceding three Financial Years:
Amount Amount transferred to any fund specified The amount
Amount spent in the
Preceding transferred to under Schedule VII as per Section 135(6), if any remaining to
Sr. reporting Financial
Financial Unspent be spent in
No. Year
Year CSR Account under Name of succeeding
(in `) Amount (in `) Date of transfer
Section 135 (6) (in `) the Fund Financial Years
(in `)
Nil
(b) Details of CSR amount spent in the Financial Year for ongoing projects of the preceding Financial Year (s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Cumulative
Amount spent
amount spent
Financial Year in The total amount on the project Status of the
Sr. Name of the at the end
Project ID which the project Project duration allocated for the in the reporting project -Completed
No. Project of reporting
was commenced project (in `) Financial Year / Ongoing
Financial Year
(in `)
(in `)
Nil
10. In case of creation or acquisition of a capital asset, furnish the details relating to the asset so created or acquired
through CSR spent in the Financial Year .
(Asset-wise details)
(a) Date of creation or acquisition of the capital asset(s): Not Applicable
(b) Amount of CSR spent for the creation or acquisition of the capital asset: Not Applicable
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered,
their address, etc.: Not Applicable
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the
capital asset): Not Applicable
11. Specify the reason(s), if the Company has failed to spend two percent of the average net profit as per Section
135(5): Not Applicable ‑ In fact the Company has spent much more than the mandatory 2% of the average net profit
amount under its CSR initiatives.
Ashank Desai
Member
(DIN: 00017767)

Place: Mumbai
Corporate Governance Report Overview Reports Statements Information 111
Corporate Governance Report

In terms of Regulation, 34(3) read with Section C of also believe that integrity and transparency are key to our
Schedule V to SEBI (Listing Obligations and Disclosure Corporate Governance practices which ensure us to gain and
Requirements) Regulations, 2015 (“SEBI Listing retain the trust of our stakeholders.
Regulations”), a Report on Corporate Governance for the
Mastek is committed to helping individuals and institutions
Financial Year ended March 31, 2023, is presented below:
to become the best that they can be. To strengthen the
Corporate Governance is the mechanism by which the foundation of its engagement with all its Stakeholders, we
values, principles, management policies, and procedures have defined a set of ethical values called PACTS (Passionate,
of the Company are made manifest in the real world. It Accountable, Collaborative, Transparent, and Sustainable) and
contemplates fairness, transparency, accountability, and encourage every Mastekeer to follow its set of defined ethical
responsibility in the functioning of the Management and values. More importantly, they serve as a framework for the
the Board of Companies. Corporate Governance is based on behaviour of current and future generations of Mastekeers.
preserving core beliefs and ethical business conduct while
Mastek’s Corporate Governance system provides a
maintaining a strong commitment to maximise long-term
fundamental framework to execute its business in line with
stakeholder value. Effective corporate governance practices
business ethics. Mastek not only adheres to the prescribed
constitutes the strong foundation on which successful
Corporate Governance Practices as per the SEBI Listing
commercial enterprises are built to the last. Therefore, the
Regulations but is also committed to sound Corporate
Companies Act, 2013 [hereinafter referred to as “the Act”],
Governance Principles and Practices.
and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
The Corporate Governance Structure
[hereinafter referred to as “SEBI Listing Regulations”]
have innovative means to make Corporate Governance in Sustaining a culture of integrity along with high‑performance
India optimally progressive, transparent and beneficial to all orientation and an adaptive management style in today’s
the stakeholders. dynamic business environment needs a robust Governance
Structure. The Corporate Governance Structure of the
Mastek Limited (“Mastek” or “Company”) promotes Company is multi‑tiered, comprising governing / management
a culture based on the principles of good Corporate boards at various levels, each of which are interlinked in the
Governance - integrity, equity, fairness, transparency, following manner:
individual accountability, and commitment to values.
Mastek has three-tier of Corporate Governance
The Company’s Philosophy on Code of Corporate Structure, viz.:
Governance
1. Strategic Supervision – by the Board of Directors
Your Company’s philosophy on Corporate Governance comprising the Non‑Executive and Independent
envisages accomplishment of high level of transparency, Directors. The primary role of the Board is to protect
integrity and accountability in the conduct of its businesses the interest and enhance value for all the Stakeholders.
and accords importance to regulatory compliances. These It conducts overall strategic supervision and control
principles have evolved, over the years, from the Company’s by setting the goals and targets, policies, governance
culture of continuous innovation and rich experiences standards, reporting mechanism, and accountability and
gathered from the past. The Company recognises that decision‑making process to be followed. The Committees
good governance is a continuing exercise and reiterates its of the Board such as Audit Committee, Nomination
commitment to pursue the highest standards of corporate and Remuneration Committee, Corporate Social
governance in the overall interest of its stakeholders. Responsibility Committee, Stakeholders’ Relationship
Corporate Governance implies an accurate, adequate and Committee and Risk Management & Governance
timely disclosure of relevant information. It includes the Committee are focused on financial reporting, audit
processes through which organisation’s objectives are set and internal controls, appointment and remuneration
and pursued in the context of the social, regulatory and of Directors, Key Managerial Personnel and Senior
market environment. Efficient, transparent and impeccable Managerial Personnel, identifying, implementing
Corporate Governance is vital for stability, profitability and and monitoring of ESG and CSR activities, the Risk
desired growth of the business of any organisation. The management, operational, legal and compliances
importance of such Corporate Governance has now become including sustainability framework.
more intensified, owing to ever-growing competition and
rivalry in the businesses in almost all economic sectors, both 2. Executive Management – by the Corporate Management
at national and international levels. team comprising of the Managing Director, Chief
Executive Officer and Executive Leadership consisting
We believe that good Corporate Governance is a continuing of the functional heads of the Company. They meet at
exercise and the Company is committed to ensure the same regular intervals, wherein all important business issues
by focusing on strategic and operational excellence and are discussed and decisions are taken. Management
Mastek Limited
reviews and monitors monthly performances addresses Board would leverage differences in thought, perspective,
challenges faced by the business draw strategies and knowledge, skill, and industry experience, which will enrich
policies and keeps the Board informed about important Board discussions and enable effective decision‑making.
developments having bearing on the operational and The responsibilities of the Board thus include setting the
financial performance of the Company. Company’s strategic aims, providing the leadership to
put them into effect, supervising the Management of the
3. Operational Management – The three‑tier Corporate
Company, and reporting to the Members on the governance.
Governance Structure, besides ensuring greater
Management Accountability and Credibility, facilitates Mastek’s Board is an ideal mix of knowledge, perspective,
increased autonomy to the businesses, performance professionalism, divergent thinking, and experience. Mastek
discipline, and development of business leaders, Board’s uniqueness lies in the fact that the Board balances
lead to an increased operational efficiency and several deliverables, achieves sound Corporate Governance
client satisfaction. objectives in a promoter-owned organisation, and acts as a
catalyst in the creation of Stakeholder value. This is reflected
The Compliance Framework in the Company’s Governance Practices, through which it
The Company has a robust and an effective framework for strives to maintain an active, informed and independent
monitoring compliances with the applicable laws within the Board. The Board ensures that the Company complies with all
organisation and also to provide regular updates through relevant laws, regulations, governance practices, accounting
Senior Management to the Board and the Risk Management and auditing standards, etc. It identifies key risk areas and
& Governance Committee on a quarterly basis. The Audit key performance indicators of the Company’s business and
Committee, the Risk Management & Governance Committee constantly monitors these factors.
and the Board collectively reviews the status of compliances
with the applicable laws and provide valuable guidance to the Composition of the Board
Management team, wherever necessary. The Composition of the Board of Directors is made up of
eminent and qualified persons who ensure that the long-
Best Corporate Governance Practices standing culture of maintaining high standards of Corporate
Mastek maintains the highest standards of Corporate Governance is further nurtured. The Board effectively
Governance. It is the Company’s constant endeavor to adopt separates the functions of governance and management
the best Corporate Governance practices keeping in view the and balances deliverables. The Composition and size of the
international codes of Corporate Governance and practices of Board is reviewed periodically to ensure that the Board is a
well-known global companies. Some of the best-implemented wholesome blend of Directors with complementary skill‑ sets.
global governance norms include the following: The Directors on the Board have considerable expertise
• The Company has the following Board Committees: in the respective fields including competencies required
Audit Committee, Risk Management and Governance in context of Company’s businesses. The Non‑Executive
Committee, Stakeholders’ Relationship Committee, Directors including Independent Directors on the Board are
Nomination and Remuneration Committee, and well qualified, experienced, competent and highly renowned
Corporate Social Responsibility Committee. persons with varied professional background in the field
of Information Technology, Finance, General Management,
• The Company also undergoes a Secretarial Audit Marketing Strategy and Planning, Mergers and Acquisitions,
conducted by an independent firm of Practising Brand Development, Risk Management, etc. They take active
Company Secretaries. The Secretarial Audit Report part at the Board and Committee Meetings by providing
is placed before the Board and forms part of the valuable guidance and expert advice to the Management
Annual Report. on various aspects of business overview and play a critical
• Observance and adherence of all applicable Laws role on strategic issues, which enhances the transparency
including Secretarial Standards issued by the Institute of and adds value in the decision‑making process of the Board
Company Secretaries of India. of Directors.
The Board has unfettered and complete access to any

Board of Directors (“Board”) information within the Company. Members of the Board have
Corporate Governance is also about what the Board does complete freedom to express their views on agenda items
and how they set the values of the Company. The Company and draft minutes and can discuss any matter at the Meeting
recognises and embraces the importance of a diverse with the permission of the Chairperson.
Board in its success and it believes that a truly diverse
As on March 31, 2023, the Board composition and category of the Board of Directors were as follows:
Sr.
Name of the Directors Promoter / Non–Promoters Category
No.
1. *Mr. Ashank Desai Promoter Chairman & Managing Director

2. Mr. Ketan Mehta Non‑Executive & Non‑Independent Director
3. $Ms. Priti Rao
4. Mr. Rajeev Kumar Grover Non – Promoter Non‑Executive & Independent Director
5. #Mr. Suresh Vaswani
*Mr. Ashank Desai relinquished the position of Managing Director with effect from March 31, 2023, and has been appointed as Chairman (Non -
Executive) with effect from April 1, 2023.
$Ms. Priti Rao, Non‑Executive & Independent Director submitted resignation from the Directorship of the Company to be effective from May 1, 2023.
#Mr. Suresh Vaswani was appointed as an Additional Director of the Company w.e.f. December 11, 2022, which was approved by the Members of the
Company on January 11, 2023.
During the year under review, Mr. Atul Kanagat (DIN: Board Diversity
06452489), Independent Director of the Company resigned Your Company over the years has been fortunate to have
on January 17, 2023, from the Board of Directors and Board eminent persons from diverse fields as Directors on its Board.
Committees of the Company due to personal and other Pursuant to the SEBI Listing Regulations, the Nomination
professional commitments. and Remuneration Committee of the Board has formalised a
policy on Board Diversity to ensure diversity of experience,
The Board recalled the contribution and expressed their
knowledge, perspective, background, gender, age and
sincere gratitude for the invaluable contributions of Mr. Atul
culture. The policy is made available on the website of the
Kanagat towards the Company during his tenure of more than
Company and can be accessed through the web link weblink
a decade. His association has helped in reaping benefits and
https://www.mastek.com/wp-content/uploads/2022/07/
business opportunities to a great extent.
Board-Diversity-Policy.pdf.
Mr. S. Sandilya (DIN: 00037542), Non - Executive Chairman The brief profiles of the Directors are mentioned elsewhere
& Independent Director of the Company resigned on March in this Report, and forming part of this Annual Report
3, 2023, from the Board of Directors and Board Committees gives an insight into the education, expertise, skills and
of the Company stating that he is no longer aligned with the experience of Directors, thus bringing in diversity to the
future direction of the Company. Board’s perspectives.
Board applauded the selfless and valuable contribution made
Board Membership Criteria
to the Company by Mr. S. Sandilya as Non-Executive Chairman
& Independent Director. His commitment to Mastek’s business The Board has adopted the Nomination and Remuneration
and upholding the corporate governance principles were the Policy to ensure that the Board Composition is well-balanced
highlight during his more than 11-year-long association with with the requisite skill sets, so that the Company benefits
the Company. from new insights, guidance and challenges to business
proposals. The updated Policy outlines the appointment
After the end of the Financial Year - on April 19, 2023, criteria and qualifications of the Directors on the Board
Ms. Priti Rao (DIN: 03352049) Independent Director of of Mastek and the matters related to remuneration of the
the Company submitted her resignation which will be Directors. The said Policy is available on the Company’s
effective May 1, 2023 from the Board of Directors and Board website and can be accessed through the weblink https://
Committees of the Company stating that her term is nearing www.mastek.com/wp-content/uploads/2022/07/Nomination-
its end and having assessed her position in light of the Remuneration-Policy-For-Board-of-Directors-Key-Managerial-
Company’s plans for its next growth phase, she has decided Personnel.pdf.
to resign.
The eligibility of a person to be appointed as a Director
Board applauded and wish to place on record that Ms. Priti of the Company is dependent on whether the person
Rao brought in immense value through her operational possesses the requisite skill sets identified by the Board
expertise and contributed greatly to Mastek during her 12- and whether the person is a proven leader in running a
year stint as Independent Director. Her passion for Social business that is relevant to the Company’s business or is a
Responsibility and Corporate Governance and her drive to proven academician in the field relevant to the Company’s
engage organisation in taking the right decisions were the business. The Directors so appointed are drawn from diverse
highlights of her association with Mastek. backgrounds and possess special skills with regard to the
industries / fields from where they come.
The Board is in the process of filling up the Board vacancies.
The skill profile of Independent Board Members is driven by
the key performance indicators defined by the Board, broadly
based on:
Mastek Limited
• Independent Corporate Governance; key characteristics has identified the following Core Skills
• Guiding strategy and enhancing shareholders’ value; / Expertise / Competencies as required in the context of
its business(es) and sector(s) for it to function effectively
• Monitoring performance, Management development &
and in the opinion of the Board is currently available. It is
compensation; and
acknowledged that not all Directors will have each necessary
• Control and compliance. skill, but the Board as a whole must have them, as also that
the expertise, knowledge, and experience required for the
Matrix highlighting Core Skills / Expertise / Competencies Board will change as the organisation evolves and grows.
of the Board of Directors
The Board annually reviews the below Skills and
The Board of the Company is structured by having the
Competencies Matrix. The below table summarises the
requisite level of qualifications, professional background,
key qualifications, skills, and attributes which are taken
sector expertise, special skills, nationality, and geography.
into consideration while nominating to serve on the Board.
The approach to the selection and appointment of Directors
The specific areas of focus or expertise of individual Board
on the Board ensures that their specific skills, knowledge,
Members have been highlighted. However, the absence of a
and experience fulfill a particular skill–set requirement of
mark against a Member’s name does not necessarily mean
the Board. The Board after taking into consideration the
the Member does not possess the corresponding qualification
Company’s nature of business, core competencies, and
or skills:
Mr. Ashank Mr. Ketan Ms. Priti Mr. Rajeev Mr. Suresh
Skills and their Description
Desai Mehta Rao Kumar Grover Vaswani
Financial Management    
A wide-ranging knowledge and financial skills, oversight for
risk management and internal controls, and proficiency in
financial management and financial reporting processes.
Technology     
Reasonable knowledge and experience in technology with
an ability to foresee technological trends and changes,
apply new technology, and bring about innovations in
business strategies.
Mergers and Acquisitions     
Significant experience in mergers and acquisitions and other
business combinations, with strong insight of risks and
opportunities, valuations and diligence processes, structural
impact on the organisation, and ability to leverage
integration planning.
Global Business Perspective     
Understanding of diversified business environments,
economic, political, cultural, and regulatory frameworks
across the globe and a broad perspective on global market
opportunities and experience of overseeing and managing
businesses across multiple countries and environments.
Strategy and Planning     
Ability to critically identify and assess strategic
opportunities and threats and develop effective strategies
in the context of long‑term objectives and the organisation’s
relevant policies and priorities.
Governance and Compliance     
Understanding of the various governance and compliance
requirements under various applicable laws, supporting
a strong Board base and management accountability,
transparency, and protection of Members’ interests.
A strong understanding of the regulatory environment
across securities laws, data protection and privacy, and
cyber security for India and countries where business is
transacted.
Risk Management     
Identification and Management of risk at micro & macro,
functional & geographic, and strategic & operational levels
and implementing risk management process with the proper
understanding of the risk and monitoring mechanism.
Operations and General Management     
Capacity to perform executive duties in an organisation
while avoiding crisis situations and promptly solving
problems when they occur.
The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills, experience, diversity, and
competence required for it to function effectively.
Declarations
In the opinion of the Board, all the Independent Directors of the Company have the relevant integrity, qualifications,
expertise, and experience and they also fulfill the criteria of independence as defined under Section 149(6) of the Act
read with Rule 5 of Companies (Appointment and Qualification of Directors) Rules 2014, Regulation 16(1) of the SEBI Listing
Regulations and are independent of the management of the Company. The Company has also received declarations from the
Independent Directors that they meet the criteria of Independence.
Further, in terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs (IICA) and also completed the online proficiency test conducted by the
IICA, wherever required.
The Company had also issued formal appointment letters to all the Independent Directors at the time of their appointment
in the manner provided under the Act read with the Rules issued thereunder. A sample letter of appointment containing the
terms and conditions, issued to the Independent Directors, is made available on website of the Company and can be accessed
through the web link: https://www.mastek.com/wp-content/uploads/2021/12/Appointment-Letter-to-Independent-Director.pdf
The name and category of the Director, DIN, number of Directorships and Committee positions held in the Companies, and the
list of other Listed Entities where he /she is a Director along with the category of their Directorships as on March 31, 2023,
are given below:
No. of Listed No. of Listed

Date of
Companies Companies
Appointment /
Name of the Category of Directorship held in other listed Committee Committee
Re-appointment
Director and DIN Directorship entities along with Category Memberships Chairmanships
in the current
(including (including
term
Mastek) Mastek)
*Mr. Ashank Desai Chairman & Managing Director 08.11.2020 NRB Bearings Limited – 3 1
(DIN: 00017767) (Promoter) Independent Director
Mr. Ketan Mehta Non‑Executive Director 29.12.2020 ‑ 1 0
(DIN: 00129188) (Non–Independent)
(Promoter)
$Ms. Priti Rao Non‑Executive Director 01.04.2019 Union Bank of India – Shareholder 2 1
(DIN:03352049) (Independent) Director
Mr. Rajeev Kumar Non‑Executive Director 28.01.2020 ‑ 1 1

Grover (DIN:00058165) (Independent)
#Mr. Suresh Vaswani Non‑Executive Director 11.12.2022 Vodafone Idea Limited – 3 0
(DIN: 02176528) (Independent) Independent Director
*Mr. Ashank Desai relinquished the role of Managing Director with effect from March 31, 2023, and has been appointed as Chairman (Non -
Executive) with effect from April 1, 2023.
$Ms. Priti Rao, Non‑Executive & Independent Director submitted resignation from the Directorship of the Company to be effective from May 1,
2023.
#Mr. Suresh Vaswani was appointed as an Additional Director of the Company w.e.f. December 11, 2022, which was approved by the Members of the
Company on January 11, 2023.
Notes:
1. The data presented above is after taking into account, the disclosures furnished by the continuing Directors in the first
Board Meeting of the Financial Year 2023‑24.
2. None of the Directors is a Member of more than 10 (ten) Board-level Committees, or a Chairman of more than 5 (five)
such Committees, which is, in compliance with the SEBI Listing Regulations and Act. Further, none of the Directors acts as
Independent Directors in more than 7 (seven) Listed Companies.
3. The Committees considered for the purpose of calculation of Membership and / or Chairmanship as discussed above are
those as specified in Regulation 26 of the SEBI Listing Regulations i.e. Audit Committee and Stakeholders’ Relationship
Committee only.
4. None of the Directors has any inter-se relationship among themselves or with any employees of the Company.
Induction Programme for New Directors and On-going Familiarisation Programme for Existing Independent and Non-
Independent Directors.
At the time of appointing a Director, a formal letter of appointment is given to the concerned Director, which inter-alia
explains the role, function, duties, and responsibilities as expected from a Director of the Company. The Director is also
Mastek Limited
explained in detail, the Compliance required from him under Induction-and-Familiarisation-Programme-for-Independent-

the Act, the SEBI Listing Regulations, and various statutes and Directors-2023.pdf
thereafter an affirmation is obtained on the same.
Key Functions of the Board
All new Directors are taken through a Formal Induction and
Familiarisation Programme when they join the Board of the The Board performs various statutory and other functions
Company. The Induction Programme is an exhaustive one that for managing the affairs of the Company. The key functions
covers the history and culture of Mastek, the background of includes the following:‑
the Company and its growth over the last 4 (four) decades, • reviewing and guiding corporate strategy,
various milestones in the Company’s existence since its annual budgets and business plans, setting
incorporation, the present structure, and an overview of the performance objectives;
businesses, functions and IT Industry scenario.
• monitoring effectiveness of the Company’s Governance
All Directors are familiarised at regular intervals on various Practices and making changes as needed;
topics specifically relating to:
• monitoring corporate performance and overseeing major
a) nature of the industry in which the company operates; capital expenditures, acquisitions and divestments;
b) the business model of the company; • ensuring integrity of the Company’s accounting and
c) about their roles, rights, and responsibilities in financial reporting system, financial and operating
the company; controls, compliance with applicable laws;
d) any other relevant information, through various • ensuring a transparent Board nomination process with
initiatives; and the diversity of thought, experience, knowledge and
gender in the Board;
e) Regulatory Framework within which the Company and
its other subsidiaries operate. • selecting, compensating, monitoring and when
necessary, replacing key Managerial Personnel and
Every new Director of the Board needs to attend a Review Succession Planning; and
/ Orientation Program organised by the Company. Global
Chief Executive Officer, Global Chief Financial Officer, and • evaluating the performance of Board, its Committees
Senior Managerial Personnel & Leadership Team, provides and individual Directors.
an overview of the Strategy, Operations and Functions of
the Company by making presentations. An opportunity is Manner of Performance Evaluation of the Board,
provided to the Directors to interact with Senior Managerial Committees and Directors
Team of the Company which helps them to get ground level In compliance with the provisions of the Companies Act,
information on the Company’s services offering, Markets, 2013 and the SEBI Listing Regulations, the Board of Directors
Software Delivery, Organisation Structure, Finance, HR, has carried out an Annual Evaluation of the performance
Technology, Quality Facilities, Risk Management, Client of the Board, the Board Committees, Individual Directors,
and Employee Satisfaction Surveys, BCP, DR Measures, and Chairpersons, and the Managing Director for the year
Regulatory Compliances, etc. under review.
The above initiatives help the Directors to understand the Board and Committee’s functioning was reviewed and
Company, its business and the Regulatory framework in which evaluated using a peer review process and based on
the Company operates and equips them to effectively fulfil responses received from Directors, Committee Members, and
their role as a Director of the Company. the Managing Director through a structured questionnaire,
covering various aspects of the composition and functioning
Further, as an on‑going process, the Board is updated on a
of the Board and its Committees.
quarterly basis through presentations and discussions on the
overall economic trends, the performance of the IT Industry The Board expressed its satisfaction with the evaluation
and that of the Company, analysis of the circumstances which results, which reflects the high degree of engagement of
helped or adversely impacted the Company’s performance the Board and its Committees with the Company and its
and the initiatives taken / proposed to be taken to bring Management. Based on the outcome of the evaluation and
about an overall improvement in the performance of the assessment- cum- feedback of the Directors, the Board, and
Company, comparison of the Company’s performance with the Management have also agreed on some action points,
its peers in the Industry as available in public domain, which will be implemented over an agreed time frame.
Marketing Strategy, Business Risks and Mitigation Plan, etc.
The Nomination and Remuneration Committee of the
The Directors are also periodically updated on the regulatory
Company identifies and ascertains the Integrity, Qualification,
changes and their impact on the Company.
Expertise, Positive attributes, and Experience of a person
Details of the Programme for Familiarisation of Independent for Appointment as Director and thereafter recommends
Directors with the working of the Company are available on the candidature for election as a Director on the Board of
the website of the Company and can be accessed through the Company. The Committee follows defined criteria in the
the web link mastek.com/wp-content/uploads/2023/05/ process of obtaining optimal Board diversity, which, inter
alia, includes an optimum combination of Executive and
Non-Executive Directors, appointment based on specific permitted by law, which are noted and confirmed in the
needs and business of the Company, qualification, knowledge, subsequent Board / Committee Meetings. All Board Meetings
experience, and skill of the proposed appointee, etc. are governed by a structured agenda which is backed by
comprehensive background information and presentations,
The criteria for Performance Evaluation of Independent
thereto, are drafted and circulated to each Members well
Directors, interalia, is as follows:
in advance before the date of the Board Meetings and of
a) Helps in bringing an independent judgment to bear on the Committee Meetings. The Company always ensures that
the Board’s deliberations. Board / Committee Members are presented with all the
relevant information on vital matters affecting the working of
b) Brings an objective view in the evaluation of the
the Company including the information as inter-alia specified
performance of the Board and management.
under the SEBI Listing Regulations. The Members of the Board
c) Undertakes to regularly update and refresh his / her have access to all the information and are free to recommend
skills, knowledge, and familiarity with the Company. inclusion of any matter in the Agenda for discussion. Any
additional Agenda items in the form of “Other matters” are
d) Seeks appropriate clarification / information and,
included with the permission of the Chairperson and majority
where necessary, take appropriate professional advice
of the Directors present at the Meeting.
and the opinion of outside experts at the expense of
the Company. There is a clear demarcation of responsibility and authority
amongst the Board Members.
e) Strives to attend all meetings of the Board of Directors
/ Board Committees of which he / she is a Member, and • The Chairman ‑ his primary role is to provide leadership
General Meetings. to the Board in achieving goals of the Company. As
Chairman of the Board, he is responsible for all the
f) Communicates governance and ethical problems to the
Board matters including the working of the Board
Chairman of the Board.
and for ensuring that all relevant issues are placed
g) Pays sufficient attention and ensures that adequate before the Board and that all Directors are encouraged
deliberations are held before approving Related to provide their expert guidance on the relevant
Party Transactions. issues raised in the Meetings of the Board. He is also
responsible for review of the corporate strategy along
h) Ensures that the Company has an adequate and
with other Members of the Board of Directors. His role,
functional Vigil Mechanism.
inter alia, includes:
i) Satisfies herself / himself on the integrity of financial
- Provide leadership to the Board and preside over all
information and that financial controls and the systems
Board and General Meetings.
of risk management are robust and defensible.
- Achieve goals in accordance with Company’s
j) Assists in determining the appropriate policy of overall vision.
remuneration of Executive Directors, Key Managerial
- Ensure that Board decisions are aligned with
Personnel and other employees.
Company’s strategic initiatives.
k) Refrains from any action that may lead to loss of her / - Oversee and evaluate the overall performance of
his independence and immediately informs the Board the Board and its Members.
where circumstances arise which makes her / him lose
- Ensure to place all relevant matters before the
her / his independence.
Board and encourage healthy participation by
l) Adheres to all other standards of the Code for all Directors to enable them to provide their
Independent Directors as per Schedule IV to the Act. expert guidance.
m) Assists the Company in implementing the best Corporate - Monitor the performance of the Executive
Governance Practices. Leadership Team.
n) Prepares for the Board Meeting by reading the materials • Global Chief Executive Officer is responsible for the
distributed before the Board Meeting. implementation of corporate strategy, brand equity
planning, external contacts and other management
Board Meeting Procedure matters which are approved by the Board. He is also
responsible for achieving the annual long‑ term business
The Board / Committee Meetings are pre‑scheduled and
plans. His role, inter alia, includes:
tentative quarterly calendar of the Board and Committee
Meetings is circulated to the Members well in advance - Crafting of vision and business strategies of
to facilitate them to plan their schedule and to ensure the Company.
meaningful participation in the Meetings. However, in - Clear understanding and accomplishment of goals
case of a special and urgent business, which needs special set by the Board.
meetings of the Board / Committees, are held or their
- Responsible for overall performance of the
approval is taken by passing resolutions by Circulation, as
Company in terms of revenues and profits
and goodwill.
Mastek Limited
- Acts as a link between Board and Management. on a regular basis. The Members of Executive Leadership
- Ensure compliance with statutory provisions under Council are invited to the Board / Committee Meetings to
multiple regulatory enactments. provide necessary insights into the business performance of
the Company and for discussing corporate strategies with the
• Non-Executive Directors (including Independent Board / Committee Members.
Directors) play a critical role in balancing the functioning
of the Board by providing independent judgements The annual strategic and operating plans of the business are
on various issues raised in the Board Meetings like presented to the Board. The Quarterly Financial Statements
formulation of business strategies, monitoring of and Annual Financial Statements are first presented to
performances, etc. Their role, inter alia, includes: the Audit Committee and subsequently to the Board for
their approval. Also, the Risk Management & Governance
- Impart balance to the Board by providing Committee, Audit Committee and Board periodically reviews
independent judgement. compliance reports with respect to laws and regulations
- Provide feedback on Company’s strategy applicable to the Company. Important managerial decisions,
and performance. material developments and statutory matters are presented
- Provide effective feedback and recommendations to the Committees of the Board and the Committees’
for further improvements. recommendations are placed before the Board. As a system,
information is submitted along with the agenda papers well in
The maximum interval between any 2 (two) consecutive advance of the Meetings.
Board Meetings was well within the maximum allowed gap of
120 (one hundred and twenty) days. The necessary quorum The Chairperson of various Board Committees brief the Board
was present for all the Board / Committee Meetings. on all the important matters discussed and decided at their
respective Committee Meetings, which are generally held
With the unanimous consent of the Board, all information prior to the Board Meeting.
which is in the nature of Unpublished Price Sensitive
Information is circulated to the Board and its Committees at Post Meeting Action and Follow-up system
a short notice before the commencement of the respective
Post Meetings, all important decisions taken at the
Meetings in a secured manner.
Meeting are communicated to the concerned officials and
The Company adheres to the provisions of the Act read with departments. The Company has an effective post Board
the Rules issued thereunder, Secretarial Standards and the Meeting follow up procedure. Action taken report on the
SEBI Listing Regulations with respect to convening and holding decisions taken in a Meeting is placed at the immediately
the Meetings of the Board of Directors, its Committees and succeeding Meeting for information of the Board.
the General Meetings of the Members of the Company.
The Board has established procedures to periodically review
compliance report pertaining to all laws applicable to the
Invitees and Proceedings
Company as well as steps taken by the Company to rectify
Apart from Board Members and the Vice President – Group instances of non‑compliance, if any.
Company Secretary, the Board and Committee Meetings
are generally also attended by the Global Chief Executive Number of Board Meetings and Attendance of each
Officer (GCEO), Global Chief Financial Officer (GCFO), Global Director at the Meeting of the Board of Directors and the
Chief Legal and Compliance Officer (GC-LCO) and wherever last Annual General Meeting
required by the Executive Leadership Council of the Group.
During the year under review, 10 (ten) Board Meetings were
GCEO and GCFO apprises the Board, at each of its Meeting held. The dates and attendance of each Director in these
about the overall performance of the Company with Meetings and last AGM are appended as follows.
presentations on business operations and financial affairs
Attendance in Board Meetings and AGM held during the year under review
Sr. Name of
No. Director Apr 19, Jul 18, Jul 20, Sep 19, Oct 20, Dec 11, Jan 17, Feb 23, Mar 5, Mar 21, AGM – Sep
2022 2022 2022 2022 2022 2022 2023 2023 2023 2023 14, 2022
1 $Mr. S. Sandilya NA NA
        
2 Mr. Ashank Desai           
3 Mr. Ketan Mehta  × ×        
4 Ms. Priti Rao          × ×
5 # Mr.Atul Kanagat × NA NA NA
      
6 Mr. Rajeev Kumar           
Grover
7 *Mr. Suresh Vaswani NA NA NA NA NA NA     NA
$Mr. S. Sandilya ceased to be the Member of the Board due to resignation w.e.f. March 3, 2023.
#Mr. Atul Kanagat ceased to be the Member of the Board due to resignation w.e.f. January 17, 2023.
*Mr. Suresh Vaswani was appointed as an Independent Director of the Company w.e.f. December 11, 2022.
 ‑ Present, × ‑ Absent
NA - Not Applicable
Separate Meetings of the Independent Directors Mr. Dinesh Kalani is the Vice President ‑ Group Company
Pursuant to Schedule IV of the Act and as per Regulation Secretary of the Company.
25(3) of the SEBI Listing Regulations, a Separate Meetings of
Independent Directors of the Company were held on three Committees of the Board – as on March 31, 2023
occasions, amongst themselves without the presence of the The Board Committees are set up by the Board and
Company Executives and the following items were discussed governed by its terms of reference which exhibit the scope,
/ assessed: composition, functioning and reporting parameters. The
Board has constituted various Committees to deal with
a) the financials of the Company;
specific business areas. These Committees play an important
b) Assessment of the quality, quantity, and timelines of the role in the governance process. All these Committees
flow of information between the Company management have been formed with proper Board authority defining
and the Board that is necessary for the Board Members their composition, quorum requirements and the roles
to effectively and reasonably perform their duties; and responsibilities. These Committees decide or provide
recommendations to Board on the matters referred to them.
c) Evaluation of Performance of Non‑Independent Directors
All the process and governance guidelines applicable and
and the Board as a whole;
followed by the Board are also applicable and followed by
d) Evaluation of Performance of Chairperson of the the Committees.
Company, taking into account the views of Executive
The Board Committees play a crucial role in the Governance
Director and Non‑Executive Directors; and
Structure of the Company and are being set out to deal with
e) Other related matters. specific areas / activities which concern the Company and
need a closer review. The objective is to focus effectively
All the Independent Directors were present throughout the
on specific areas and ensure expedient resolution and
Meeting. They expressed satisfaction on the Board Members’
decision‑making. The Committees operate as the Board’s
freedom to express views on the business transacted at the
empowered agents according to their Charter / Terms
various Board and Committee Meetings and the openness
of Reference. The Board supervises the execution of its
with which the Management discussed various subject
responsibilities by the Committees and is responsible for
matters on the agenda of the Meetings.
their action.
Role of the Vice President – Group Company Secretary in The Recommendation and / or Observations and Decisions
overall Governance Process are placed before the Board for information or approval.
The Vice President – Group Company Secretary plays a The Minutes of the Board / Committee Meetings are sent to
pivotal role in ensuring that the Board and Committee all Directors individually for their approval / comments as
procedures are followed and regularly reviewed. The Vice per prescribed Secretarial Standards and after the Minutes
President – Group Company Secretary interfaces between are duly approved, these are circulated to the Members and
the Management and the Board and ensures that all relevant presented at the Board / Committee Meetings. The Board has
information is made available to the Board for effective constituted the following Mandatory Committees.
decision‑making at the meetings and important decisions of During the year, all recommendations of the Committees
the Board / Committee meetings are communicated to the were approved by the Board. Generally, Committee meetings
Management teams promptly for action. The Vice President are held prior to the Board meeting and the Chairperson
– Group Company Secretary facilitates convening of meetings of the respective Committees updates the Board about the
and attends Board, Committee and General Meetings of deliberations, recommendations, and decisions taken by
the Company and maintains the Minutes of these meetings. the Committee.
Mastek Limited
Details on the composition of these Committees as of March 31, 2023, are given hereunder:
*Mr. Rajeev Grover Mr. Ashank Desai Mr. Ketan Mehta

Audit
Committee Ms. Priti Rao $Mr. Suresh Vaswani
Nomination and #Mr. Suresh Vaswani Mr. Ketan Mehta

Remuneration
Committee Mr. Rajeev Grover
Stakeholders’ %Mr. Ketan Mehta Mr. Ashank Desai

Committee Relationship
Composition Committee ^Mr. Suresh Vaswani
Ms. Priti Rao Mr. Ashank Desai

Corporate Social
Responsibility Mr. Rajeev
Committee Kumar Grover
Mr. Ashank Desai Ms. Priti Rao

Risk Management
& Governance
Mr. Rajeev
Committee Kumar Grover
- Chairperson
- Member
* The Board of Directors appointed Mr. Rajeev Kumar Grover as the Chairperson of the Audit Committee with effect from March 5, 2023.
$ The Board of Directors appointed Mr. Suresh Vaswani as the Member of the Audit Committee with effect from January 17, 2023.
#The Board of Directors appointed Mr. Suresh Vaswani as the Member of the Nomination and Remuneration Committee w.e.f. January 17, 2023, and
as the Chairperson of the Nomination and Remuneration Committee with effect from March 5, 2023.
% The Board of Directors appointed Mr. Ketan Mehta as the Chairperson of the Stakeholders’ Relationship Committee with effect from March 5,
2023 and he occupied Chairmanship till March 31, 2023 and thereafter Mr. Ashank Desai was appointed as the Chairperson of the Stakeholders’
Relationship Committee with effect from April 1, 2023.
^The Board of Directors appointed Mr. Suresh Vaswani as the Member of the Stakeholders’ Relationship Committee with effect from January 17, 2023.
During the year under review, Mr. Atul Kanagat and Mr. S. Sandilya resigned from the Directorship / Chairmanship and Membership of the Board /
Committees with effect from January 17, 2023, and March 3, 2023, respectively.
Ms. Priti Rao, Non‑Executive & Independent Director submitted resignation from the Directorship of the Company to be effective from May 1, 2023.
The Board is responsible for constituting, assigning, co‑opting, and fixing the Terms of Reference of various Committees.
Details on the role and composition of these Committees, including the number of meetings held during the Financial Year and
the related attendance are provided below.
Audit Committee currently comprises 3 (three) Independent Directors, 1 (one)

The Audit Committee acts as an interface between the Non-Executive Director, and 1 (one) Executive Director.
Statutory and Internal Auditors, the Management, and the The Independent Directors are accomplished professionals
Board of Directors. The primary objective of the Audit from the corporate fields and are financially literate and
Committee is to act as a catalyst in helping the Company have experience in financial management. The Role,
to achieve its objectives by overseeing the Integrity of the Powers, and Functions of the Committee are in accordance
Company’s Financial Statements; Adequacy and Reliability with Regulation 18 (Part C of Schedule II) of SEBI Listing
of the Internal Control Systems of the Company; Compliance Regulations and Section 177 of the Act as applicable, besides
with Legal and Regulatory Requirements and the Company’s other terms as referred by the Board of Directors.
Code of Conduct; Review of Performance of the Company’s The former Chairman of the Committee was present at
Statutory, Secretarial and Internal Auditors. The Audit the 40th Annual General Meeting of the Company held on
Committee monitors and provides effective supervision of September 14, 2022. Executive Leadership Council and
the financial reporting process of the Company with a view to representatives of the Internal Auditors and Statutory
ensure accurate and timely disclosures with the highest level Auditors also attend the Audit Committee Meetings
of transparency, integrity and quality. The Audit Committee
depending on the agenda. The Committee’s observations b) Quorum and Conduct of the Meetings
are followed up with the respective departments and the • The quorum for Committee Meetings shall either be 2
follow‑up actions are reported to the Committee at the (two) Members or 1/3 (one‑third) of the Members of the
subsequent Committee Meetings. The Committee, along with Committee, whichever is greater, with at least 2 (two)
the Statutory Auditors, reviews the quarterly, half‑yearly, and Independent Directors.
Annual Financial Results at the Audit Committee Meetings
before recommending them to the Board of Directors. All the • The Committee shall meet at least 4 (four) times in a
recommendations of the Committee have been accepted by year and not more than 120 (one hundred and twenty)
the Board, during the year under review. days shall elapse between 2 (two) Meetings.
The particulars of Meetings held and attended by Members c) Reviewing the utilisation of loans and / or advances
during the year under review are given herein. The quorum from investment by the holding Company in the
as required under Regulation 18(2) of the SEBI Listing subsidiary exceeding `100 crores or 10% of the asset size
Regulations was maintained at all the Meetings. of the subsidiary, whichever is lower including existing
loans / advances / investments.
No. of Meetings
Name of Members Date of Meeting d) Approval of any material modification of transaction of
Held Attended
the Company and / or Subsidiaries with Related Parties.
%Mr. Rajeev Kumar 8 8 April 19, 2022
Grover July 18, 2022 e) Review at least once in a Financial Year compliance
$ July 20, 2022 with the code of conduct for regulating, monitoring,
Mr. S. Sandilya 7 7
September 19,
Mr. Ashank Desai 8 8 2022
and reporting of trading by insiders and the code of
October 20, 2022 fair disclosure of the Company and shall verify that the
Mr. Ketan Mehta 8 6
December 11, systems for internal control to comply with the codes
Ms. Priti Rao 8 7 2022 are adequate and are operating effectively.
# Mr. Atul Kanagat 7 6 January 16, 2023
March 27, 2023 f) Oversee the Company’s financial reporting process and
* Mr. Suresh Vaswani 1 1
the disclosure of its financial information to ensure
%The Board of Directors appointed Mr. Rajeev Kumar Grover as the that the financial statement is correct, sufficient
Chairperson of the Committee with effect from March 3, 2023.
and credible.
$Mr. S. Sandilya ceased to be the Chairperson of the Committee due to
resignation w.e.f. March 3, 2023. g) Recommendation for appointment, remuneration and

#Mr. Atul Kanagat ceased to be the Member of the Committee due to
terms of appointment of Auditors (Internal / Statutory /
resignation w.e.f. January 17, 2023
Secretarial).
* The Board of Directors appointed Mr. Suresh Vaswani as the Member h) Reviewing with the management the annual financial
of the Committee with effect from January 17, 2023. statements and auditor’s report thereon before
submission to the board for approval, with particular
In addition to the Members of the Audit Committee, these reference to:‑
meetings were attended by the Global Chief Executive Officer
/ Global Chief Financial Officer / Global Chief Legal and • matters required to be included in the director’s
Compliance Officer as permanent invitees, and the Statutory responsibility statement to be included in the
Auditor, Internal Auditor and / or their representatives, board’s report in terms of clause (c) of sub‑section
wherever necessary and those Executives of the Company (3) of Section 134 of the Act;
who were considered necessary for providing inputs to • changes, if any, in accounting policies and practices
the Committee. and reasons for the same;
Mr. Dinesh Kalani ‑ Vice President – Group Company • major accounting entries involving estimates based
Secretary, acts as the Secretary to the Committee. on the exercise of judgement by management;
• significant adjustments made in the Financial
The Terms of Reference of the Audit Committee, as Statements arising out of audit findings;
approved by the Board and amended from time to time, • compliance with listing and other legal
are as follows: requirements relating to Financial Statements;
a) Composition • disclosure of any related party transactions;
• The Committee shall have a minimum of 3 (three) • modified opinion(s) in the draft audit report.
directors as Members.
i) Reviewing with the Auditor and Management the
• At least 2/3 (two‑thirds) of the Members of the quarterly / half yearly / Annual Financial Statements
Committee shall be Independent Directors. before submission to the board for approval.
• The Chairperson of the Committee shall be an j) Reviewing with the management the statement of
Independent Director. uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the
statement of funds utilised for purposes other than
Mastek Limited
those stated in the offer document / prospectus / notice z) All other matters incidental or related to the
and the report submitted by the monitoring agency above issues.
monitoring the utilisation of proceeds of a public or
aa) Carry out any other function as mandated by the
rights issue, or preferential issue, or qualified institution
Board from time to time and / or enforced by any
placement, and making appropriate recommendations to
statutory notifications and / or amendments, as may
the board to take up steps in this matter, if any.
be applicable.
k) Reviewing and monitoring the auditor’s independence
In line with its Terms of Reference, during the year under
and performance, and effectiveness of audit process.
review the Audit Committee, at each meeting reviewed
l) Approval of any subsequent modification of transactions operations, and audit reports for businesses pursuant to
of the Company with related parties. audits undertaken by internal auditors under the audit plan
approved at the commencement of the year. The quarterly
m) Valuation of undertakings or assets of the Company,
financial results were reviewed and recommended by the
wherever it is necessary.
Committee before submission to the Board. Independent
n) Reviewing, with the management, performance of sessions were held with statutory and internal auditors to
Statutory Auditors and Internal Auditors of the Company assess the effectiveness of the audit process. The Committee
and adequacy of the internal control systems. reviewed the adequacy of internal financial controls on a
Company‑wide basis and provided its recommendations on
o) Evaluation of internal financial controls and risk
internal control processes to the Board. The Committee
management systems.
also reviewed the system and processes in place for risk
p) To look into the reasons for substantial defaults in management, insider trading compliance, and information
the payment to the depositors, debenture holders, technology. On a quarterly basis, the Committee continues
shareholders (in case of non‑payment of declared to review whistle‑blower complaints with corrective actions
dividends) and creditors; if any. and controls put in place, material litigations / notices, and
related‑ party transactions.
q) To review the functioning of the whistle blower
mechanism and complaints; if any.
Nomination and Remuneration Committee
r) Approval of appointment of Chief Financial Officer after The Nomination and Remuneration Committee is responsible
assessing the qualifications, experience and background, for drawing up selection criteria and evaluating the balance
etc. of the candidate. of skills, experience, independence, diversity and knowledge,
s) Approval of payment to Statutory Auditors for any ongoing succession planning, and appointment procedures for
other services rendered by the Statutory Auditors or its both internal and external appointments. The Committee is
group firms. also responsible for administering the Stock Option Plans of
the Company and determining the eligibility of employees for
t) Discussion with Statutory Auditors before the audit allocating stock options.
commences, about the nature and scope of audit as
well as post‑audit discussion to ascertain any areas of All the recommendations of the Committee have been
concern; if any. accepted by the Board during the year under review.
The Nomination and Remuneration Committee currently
u) Discussion with Internal Auditors of any significant comprises of 2 (two) Independent Directors and 1 (one)
findings and follow up there on. Non-Executive Director. The Chairman of the Committee is
v) Reviewing the adequacy of the internal audit function, Non‑Executive and Independent Director. The Role, Powers
if any, including the structure of the internal audit and Functions of the Committee are in accordance with the
department, staffing, and seniority of the official Regulation 19 (clause A of part D of schedule 11) of the SEBI
heading the department, reporting structure coverage, Listing Regulations and Section 178 of the Act as applicable,
and frequency of internal audit. besides other terms as referred by the Board of Directors.
w) Reviewing the findings of any internal investigations The former Chairman of the Committee was present at
by the internal auditors into matters where there is the 40th Annual General Meeting of the Company held
suspected fraud or irregularity or a failure of internal on September 14, 2022 to respond to the queries of the
control systems of material nature and reporting the Members with respect to functioning of the Nomination and
matter to the board. Remuneration Committee.
x) Scrutiny of inter‑corporate loans and investments. The particulars of Meetings held and attended by Members
during the year under review are given herein. The
y) Consider and comment on rationale, cost-benefits, quorum as required under Regulation 19 of the SEBI Listing
and impact of schemes involving merger, demerger, Regulations was maintained at all the Meetings.
amalgamation, etc., on the listed entity and
its shareholders.
No. of Meetings • remuneration to directors, key managerial

Name of Members Date of Meeting
Held Attended personnel, and senior managerial personnel
#Mr. Atul Kanagat 9 8 April 1, 2022 involves a balance between fixed and incentive
April 18 , 2022 pay reflecting short and long-term performance
May 24, 2022
$Mr. S. Sandilya 9 9 objectives appropriate to the working of the
June 29 , 2022
July 19, 2022 Company and its goals.
Mr. Ketan Mehta 10 8
August 2, 2022
October 19, 2022
d) To identify the persons who are qualified to become
Mr. Rajeev Kumar Grover 10 10 Director, or who may be appointed in senior managerial
December 11, 2022
January 11, 2023 position of the Company and shall specify the manner
*Mr. Suresh Vaswani 1 1 March 9, 2023 for effective evaluation of the performance of Board,
#Mr. Atul Kanagat ceased to be the Chairperson of the Committee due its Committees and Independent Directors and CEO, to
to resignation w.e.f. January 17, 2023. be carried out either by the Board, by the Committee or
$Mr. S. Sandilya ceased to be the Member of the Committee due to by an independent external professional / agency and
resignation w.e.f. March 3, 2023. review its implementation and compliance.
* The Board of Directors appointed Mr. Suresh Vaswani as the Member e) For every appointment of an independent director,
of the Committee w.e.f. January 17, 2023, and as Chairperson of the
Committee with effect from March 5, 2023. the Committee shall evaluate the balance of skills,
knowledge, and experience on the Board and based
In addition to the Members of the Nomination and on such evaluation, prepare a description of the role
Remuneration Committee, these meetings were attended and capabilities required of an independent director.
by the Vice‑Chairman & Managing Director, Global Chief The person recommended for such a role shall meet
Executive Officer / Global Chief Financial Officer / Global the description. For the purpose of identifying suitable
Chief Legal and Compliance Officer / Global Chief Human candidates, the Committee may
Resources and Diversity Officer as invitees.
• use the services of external agencies, if required
Mr. Dinesh Kalani ‑ Vice President – Group Company
• consider candidates from a wide range of
Secretary, acts as Secretary to the Committee.
backgrounds, having due regard to diversity, and
their time commitments.
The Terms of Reference of the Nomination and
Remuneration Committee, as approved by the Board and f) To review
amended from time to time, are as follows: • all documents pertaining to candidates and conduct
a) Composition: evaluation of candidates in accordance with a
• The committee shall comprise of at least 3 process and if deemed fit and appropriate, make
(three) directors; recommendation for the nomination to the Board
or for the senior managerial personnel of the
• all directors of the committee shall be Non‑ Executive Company and their removal, if any, and oversee the
directors; and implementation thereof.
• at least 2/3 (two‑thirds) of the directors shall be • and formulate the criteria for determining
Independent Directors. qualifications, positive attributes and independence
b) Quorum and Conduct of the Meetings: of a director and recommend to the Board a policy,
relating to the remuneration for the directors, key
The quorum for a meeting of the committee shall
managerial personnel and senior employees.
be either 2 (two) Members or 1/3 (one‑third) of the
Members of the committee, whichever is greater, • the yearly performance of senior
including at least 1 (one) Independent Director in managerial personnel.
attendance. The committee shall meet at least once in
g) To decide and formulate or clarify detailed terms and
a year.
conditions of the Employee Stock Option Plans, governed
c) To recommend to the Board, all remuneration / by the guidelines issued by SEBI and as amended from
compensation and the terms of it in whatever form, time to time (including extension of time to exercise,
payable to Directors / KMP / Senior Managerial extension due to sabbatical leave / acceleration of the
personnel of the organisation to ensure that: options granted and issuance of RSUs etc.) subject to
compliance with the applicable laws.
• the level and composition of remuneration are
reasonable and sufficient to attract, retain and h) To approve:
motivate directors, of the quality required to run
• the new ESOP / RSUs plans for implementation
the Company successfully.
including its framework.
• relationship of remuneration to performance
• the new stock options to be granted to the
is clear and meets appropriate performance
eligible employees of the Company / Group under
benchmarks; and
the scheme.
Mastek Limited
i) To frame policy and recommend the amount of Bonus / and when there is any change in the directorship
Variable Pay / Performance award / incentive plan to be and also on yearly basis.
paid to Whole Time Director and eligible employees.
• The key elements in which every Independent
j) To devise a policy on diversity of board of directors. Director will be expected to contribute are:
Strategy, Performance, Risk, People, Reporting
k) To recommend:
and Compliance.
• the perquisites / sitting fees for Non‑Executive
Directors for attending Board as well as c) In determining the remuneration of Directors,
Committee Meetings. KMPs and SMPs, the Nomination and Remuneration
Committee considers the following:
• yearly commission to be paid to Non‑Executive
Directors out of the distributable profits of • While fixing the Remuneration of Directors,
the Company. KMPs and SMPs, the Company considers industry
benchmarks and the competence of the persons
l) To consider Succession planning of the Board of and ensure that the level and composition of
Directors, Key / Senior Managerial Personnel. the remuneration is reasonable and sufficient to
m) All other matters incidental or related to the attract, retain and motivate them.
above issues. • The compensation structure of Directors, KMPs
n) Carry out any other function as mandated by the Board and SMPs is benchmarked with industry trends
from time to time and / or enforced by any statutory and has components of fixed / basic salary as
notifications / amendments as may be applicable. well as variable pay, wherever applicable. The
variable pay will be linked to business performance
Nomination and Remuneration Policy for the Directors, parameters, as separately outlined in Variable Pay
Key Managerial Personnel (KMPs) and Senior Managerial Plan guidelines of the Company. The Non‑Executive
Personnel (SMPs) directors are paid sitting fees for attending
the Board and the Committee Meetings and
The Nomination and Remuneration Committee has reviewed
commission, wherever applicable.
the policy which deals with the manner of selection of Board
of Directors and KMPs and their remuneration. The amended Policy of the Company on Remuneration
for Board of Directors, KMPs and SMPs as required under
a) Pecuniary Relationship or Transactions with Non- Section 178 of the Act, is available on the website of
Executive Directors. the Company and can be accessed at web link https://
During the year, there were no pecuniary relationships www.mastek.com/wp-content/uploads/2022/07/
or transactions entered into between the Company and Nomination-Remuneration-Policy-For-Board-of-Directors-
any of its Non‑Executive / Independent Directors apart Key-Managerial-Personnel.pdf. It is affirmed that the
from payment of sitting fees and / or commission / remuneration paid to the Directors, KMPs and SMPs are
perquisites as approved by the Members. as per the policy.
b) Criteria of selection of Non-Executive Directors d) Criteria for making payment of remuneration to

Non- Executive Directors and their Commission:
• Non‑Executive Independent Directors are expected
to bring in objectivity and independence during The Board of Directors decides and Members approve
Board deliberations around the Company’s Strategic the Remuneration of Non‑Executive Directors based
approach, Performance and Risk Management. They on the recommendation from Nomination and
must also ensure very high standards of Financial Remuneration Committee.
Probity and Corporate Governance. Subject to availability of profits, calculated under
• The Independent Directors are also expected Section 197 read with Section 198 of the Act, the
to commit and allocate sufficient time to meet Non‑Executive Directors of the Company are also
the expectations of their Role as Non‑ Executive entitled to Commission and the same is being paid
Independent Directors, to the satisfaction of taking into consideration, the amount of time spent
the Board. on the critical policy decisions and higher degree of
engagement by the Board Members.
• Conflict of Interest: The Independent Directors are
not to involve themselves in situations, which may, Further, the Members have approved the payment of
directly or indirectly conflict with the interests of remuneration by way of Commission to Non‑Executive
the Company. It is accepted and acknowledged Directors for 5 (five) years from April 1, 2018 till March
that they may have business interests, other than 31, 2023, a sum not exceeding 1% (one percent) per
those of the Company. As a pre‑condition to their annum of the Net Profits of the Company (Sitting fees
appointment / re‑appointment as Independent excluded) calculated in accordance with the provisions
Directors, they shall be required to declare any of Section 198 of the Act, be paid to and distributed
such conflicts to the Board, in writing and / or as amongst the Non ‑ Executive Directors of the Company
(other than Managing Director) in such amounts or e) Details of Remuneration Paid / payable to Vice-
proportions and in such manner and in all respects as Chairman & Managing Director for the period under
may be directed by the Board of Directors and such review:
payments shall be made in respect of the profits of the The Remuneration paid / payable to Mr. Ashank Desai,
Company for each year. Vice‑ Chairman & Managing Director upto March 21, 2023
Since the validity of the Members approval for the and thereafter he continued as Chairman and Managing
payment of remuneration by way of Commission to Director for the period under review, is given in Notes
Non-Executive (including Independent Directors) is to Accounts on the financial statements as attached
upto the Financial Year 2022-23, approval is now sought herewith elsewhere. The relevant details are as follows:
from Members at the ensuing Annual General Meeting Sr. Amount
Particulars of Remuneration
for renewal of the approval for next 5 (five) years No. (` in lakhs)
commencing from April 1, 2023, to March 31, 2028. 1. Gross salary 199.96
2. Stock Option -
Details of Remuneration paid to the Non-Executive
Directors for the Financial Year ended March 31, 3. Sweat Equity -
2023, are stated below: 4. Commission -
5. Others, please specify (Perquisites) 0.30
Commission Payable
Name of the Directors
(` in lakhs) 6. Contribution to Provident Fund and 0
Mr. S. Sandilya 15.00 Other Fund
Mr. Ketan Mehta 11.25 7. Variable Pay 87.75
Ms. Priti Rao 11.25 Total 288.01
Mr. Atul Kanagat -
Mr. Rajeev Kumar Grover 11.25 Service Contracts, Notice Period, Severance Fees
Mr. Suresh Vaswani - The Company does not have any policy for service
Total 48.75 contracts, notice period and severance fees or any other
Note: Commission for Financial Year 2022‑23 has been provided payment to the Independent Directors when they leave
for in the books of account for the year under review and will be the Company.
paid after ensuing Annual General Meeting.
In case of Executive Directors, it is three months’ notice
Details of Sitting Fees paid to the Non-Executive on either side or basic pay in lieu thereof as per agreed
Directors for the Financial Year ended March 31, terms & conditions.
2023, are stated below:
Sitting Fees
Stakeholders’ Relationship Committee
(` in lakhs)
Stakeholders’ Relationship Committee comprises 2
Mr. S. Sandilya 26.00 (two) Non-Executive Directors and 1 (one) Executive
Mr. Ketan Mehta 22.00 Director. The Chairman of the Committee is Non-
Ms. Priti Rao 20.00 Executive Director.
Mr. Atul Kanagat 21.50
The Role, Powers and Functions of the Committee are in
Mr. Rajeev Kumar Grover 33.00
accordance with the Regulation 20 (Clause B of Part D of
Mr. Suresh Vaswani 6.00
Schedule II) of the SEBI Listing Regulations and Section
Total 128.50
178 of the Act, besides other terms as referred by the
The Non‑Executive Directors are entitled to Sitting Fees Board of Directors.
for attending the meetings of the Board of Directors and
The former Chairman of the Committee was present at
Committees thereof. Sitting fees paid to Non‑Executive
the 40th Annual General Meeting of the Company held
Directors are within the prescribed limits under the Act
on September 14 , 2022 to respond to the queries of the
and as determined by the Board of Directors from time
Members with respect to functioning of the Stakeholders
to time.
Relationship Committee.
Shareholding of the Directors: This Committee deals with stakeholder relations and
Details of Number of Equity Shares held by the Directors grievances raised by the investors in a timely and
as on March 31, 2023 are stated below: effective manner and to the satisfaction of investors.
The Committee oversees performance of the Registrar
No. of Equity and Share Transfer Agents of the Company relating
Shares Held
to investor services and recommends measures
Mr. Ashank Desai 33,84,167
for improvement. All the recommendations of the
Mr. Ketan Mehta 22,74,100
Committee have been accepted by the Board during the
Ms. Priti Rao 29,600
year under review.
Mr. Rajeev Kumar Grover NIL
Mr. Suresh Vaswani NIL
Total 56,87,867
Mastek Limited
The particulars of Meetings held and attended by f) To review measures / initiatives taken for reducing
Members during the year under review are given herein. the quantum of unclaimed dividends and ensuring
The requisite quorum was present in all Meetings. timely receipt of dividend warrants / annual reports /
statutory notices by the members of the Company.
No. of Meetings
Held Attended g) To issue and allot shares on exercise of vested Stock
options by Employees under various ESOP Schemes,
*Mr. S. Sandilya 4 4
subject to completion of necessary formalities.
Mr. Ashank Desai 4 4 April 18 , 2022
July 19, 2022 h) To issue and allot right shares / bonus shares pursuant to
*Mr. Atul Kanagat 4 3
October 19 , 2022
#Mr. a Rights / Bonus Issue subject to such approvals as may
Suresh Vaswani NA NA January 16 , 2023
be required.
$Mr. Ketan Mehta NA NA
i) To approve and monitor dematerialisation /
* During the year under review, Mr. Atul Kanagat and Mr. S.
Sandilya resigned from the Directorship / Chairmanship and rematerialisation of shares and all matters incidental
Membership of the Board / Committees with effect from January thereto and authorise the Company Secretary and
17, 2023, and March 3, 2023 respectively. Registrar and Share Transfer Agent to attend to
#The Board of Directors appointed Mr. Suresh Vaswani as the
such matters.
Member of the Committee with effect from January 17, 2023.
j) All other matters incidental or related to issued /
$The
Board of Directors appointed Mr. Ketan Mehta as the outstanding securities of the Company; and
Chairperson of the Committee with effect from March 5, 2023 and
thereafter Mr. Ashank Desai was appointed as the Chairperson of k) Carry out any other function as mandated by the Board
the Committee w.e.f April 1, 2023. from time to time and / or enforced by any statutory
notifications / amendments as may be applicable.
Global Chief Executive Officer, Global Chief Financial
Officer and Global Chief Legal and Compliance Officer The status of Members’ complaints received and resolved
also attend the Committee meetings as invitees and by the Registrar & Transfer Agent during the Financial
Mr. Dinesh Kalani ‑ Vice President – Group Company Year is given below:
Secretary acts as Secretary to the Committee. Status No. of complaints
As on April 1, 2022 Nil

The broad terms of reference of the Stakeholders’
Relationship Committee, as approved by the Board and Received during the year 5
amended from time to time, includes the following: Resolved during the year 5
a) Composition As on March 31, 2023 Nil
• The Committee shall comprise at least 3 (three) During the year under review, the Company has received
Directors as members, with at least 1 (one) being requests / queries / complaints from Shareholders / Investors
an Independent Director. relating to non receipt of declared dividend / shares
• The members of the Committee shall elect a certificates / annual report, change of bank account details /
Chairperson from amongst themselves, who should address, transfer / transmission of shares / rematerialisation
be a Non‑Executive Director. / dematerialisation, buyback of equity shares, etc. The
same were addressed and resolved by the Company. The
b) Quorum and Conduct of the Meetings detail is provided in Shareholders’ Information section of
• The quorum necessary for transacting business at a this Report. As on March 31, 2023, no complaint was pending
meeting of the Committee shall be 2/3 (two‑thirds) for redressal.
of the members of the Committee.
Corporate Social Responsibility (CSR) Committee
• The Committee shall meet at least once a year.
Corporate Social Responsibility Committee comprises 2 (two)
c) To resolve the grievances of the security holders Non‑Executive Independent Directors and 1 (one) Executive
including complaints related to transfer / transmission Director. The Chairperson of the Committee is Non ‑Executive
of shares, non‑receipt of Annual Report, non‑receipt and Independent Director. The Role, Powers and Functions
of declared dividends, issue of split / duplicate of the Committee are in accordance with the Section 135 of
share certificates for shares reported lost / defaced the Act and rules framed under Schedule VII as applicable,
/ destroyed, as per the laid down procedure and to besides other terms as referred by the Board of Directors.
authorise the Company Secretary and Registrar and
Share Transfer Agent to attend to such matters. The Chairperson of the Committee was not present at
the 40th Annual General Meeting of the Company held on
d) To review the measures taken by the Company for September 14, 2022.
effective exercise of voting rights by members.
The role of CSR Committee includes formulating and
e) To review adherence to the service standards adopted recommending to the Board, the CSR Policy and activities
in respect of various services being rendered by the to be undertaken by the Company, recommending the
Registrar & Share Transfer Agent (RTA). amount of expenditure to be incurred on CSR activities of
the Company and reviewing the performance of Company i) Monitor and review the implementation of the
in the areas of CSR. All the recommendations of the CSR policy.
Committee have been accepted by the Board during the year
j) To recommend an annual action plan to the Board of
under review.
Directors of the Company in pursuance of the CSR policy
The particulars of Meetings held and attended by Members and any modification as may be required.
during the year under review are given herein. The requisite
k) To undertake impact assessment, if required through
quorum was present at the Meetings.
an independent agency as per the requirements
No. of Meetings of the Companies Act, 2013 and CSR rules made
Held Attended thereunder; and
$Ms. Priti Rao 2 2 April 19 , 2022 l) To ensure the compliance of Section 135 read with
October 20 , 2022 Schedule VII of Companies Act, 2013 and Companies
Mr. Ashank Desai 2 2
Mr. Rajeev Kumar 2 2 (Corporate Social Responsibility Policy) Rules, 2014 and
Grover subsequent amendments thereto.
$Ms. Priti Rao, Non‑Executive & Independent Director submitted
The details of the CSR initiatives as per the CSR Policy
resignation from the Directorship of the Company to be effective from of the Company forms part of the CSR Section in the
May 1, 2023.
Annual Report. The CSR Policy of the Company has been
Global Chief Executive Officer, Global Chief Financial Officer, uploaded on the website of the Company and can be
Global Chief Legal and Compliance Officer, and Global accessed at: https://www.mastek.com/wp-content/
Chief Human Resources and Diversity Officer and Executive uploads/2022/07/Corporate-Social-Responsibility-
Leadership Council also attends the Committee meeting Policy-2022.pdf
as invitees and Mr. Dinesh Kalani – Vice President – Group
Company Secretary acts as Secretary to the Committee. Risk Management & Governance Committee
Risk Management & Governance Committee comprises 2
The terms of reference of the Corporate Social (two) Non‑Executive / Independent Directors and 1(one)
Responsibility Committee, as approved by the Board and Executive Director.
amended from time to time, are as follows:
Board of the Company has renamed the Governance
a) Composition
Committee as Risk Management & Governance Committee as
• The committee shall consist of three or more it has been reviewing the Risk Management aspects already
Directors; and as a part of its terms of reference.
• At least one director shall be Independent Director. The Risk Management & Governance Committee
b) Quorum and Conduct of the Meetings administers compliance of various applicable Policies,
Procedures, Statutes, Corporate Policies and Business
• The quorum for a meeting of the committee shall
Governance Practices including Subsidiaries and Offshore
be 1/3 (one‑third) of its total strength or two
Legal Compliances and framework of the Enterprise Risk
whichever is higher.
assessment including cyber security, business continuity
• The committee shall meet at least once a year. plan, etc.
c) Review the existing Corporate Social Responsibility The particulars of Meetings held and attended by Members
Policy and to make it more comprehensive so as to during the year under review are given herein. The requisite
indicate the activities to be undertaken by the Company quorum was present in all Meetings.
as specified in Schedule VII of the Act.
No. of Meetings
d) Decide CSR projects or programmes or activities to be Held Attended
taken up by the company.
Mr. Ashank Desai 4 4 April 19 , 2022
e) Place before the board the CSR activities proposed to be $Ms. July 20 , 2022
Priti Rao 4 4
October 19, 2022
taken up by the company for approval each year. Mr. Rajeev Kumar Grover 4 4 January 16, 2023
f) Oversee the progress of the initiatives rolled out under $Ms. Priti Rao, Non‑Executive & Independent Director submitted
this policy on half yearly basis. resignation from the Directorship of the Company to be effective from
May 1, 2023.
g) Define and monitor the budgets for carrying out
the initiatives. Executive Leadership Council Members also attend this
Committee meeting as permanent invitees and Mr. Dinesh
h) Submit a report to the Board of Directors on all CSR Kalani – Vice President – Group Company Secretary acts as
activities during the Financial Year . Secretary to the Committee.
Mastek Limited
The terms of reference of the Risk Management & k) To review Risk Management Plan, its framework and
Governance Committee, as approved by the Board and related matters including the Business Continuity Plan,
amended from time to time, are as follows: Disaster Recovery Plan, Client Satisfaction and Employee
a) Composition Satisfaction Survey activities, etc.;
• The majority of the Committee shall comprise l) The Committee shall review the Strategic and Operating
members of the Board including at least one plan of Enterprise Risk Management Function of
independent director. the Company;
• The Chairperson of the Committee shall be a m) To formulate a detailed Risk Management policy
member of the Board. and monitor and oversee its implementation which
shall include:
b) Quorum and Conduct of the Meetings:
• The quorum necessary for transacting business at - A framework for identification of internal and
a meeting of the Committee shall be any 2 (two) external risks specifically faced by the listed entity,
members or 1/3 (one‑third) of the members of in particular including financial, operational,
the Committee, whichever is greater, including sectoral, sustainability (particularly, ESG related
at least one member of the board of directors risks), information, cyber security risks or any other
in attendance. risk as may be determined by the Committee.
• A duly convened meeting of the Committee at - Measures for risk mitigation including systems and
which the requisite quorum is present shall be processes for internal control of identified risks.
competent to exercise all or any of the authorities,
- Business Continuity Plan
powers, and discretions vested in or exercisable by
the Committee. n) To ensure that appropriate methodology, processes
• The meetings of the Committee shall be conducted and systems are in place to monitor and evaluate risks
in such a manner that on a continuous basis not associated with the business of the Company;
more than 180 (one hundred and eighty days) shall o) The appointment, removal, and terms of remuneration
elapse between any two consecutive meetings. of the Chief Risk Officer, if any, shall be subject to
• The committee shall meet at least twice in a year. review by the Committee;
c) The Committee shall coordinate its activities with other p) The Risk Management Policy shall be subjected to
committees, in instances where there is any overlap review at least once every two years;
with the activities of such committees, as per the
q) To keep the board of directors informed about the
framework laid down by the board of directors;
nature and content of its discussions, recommendations
d) The Committee shall review and reassess the adequacy and actions to be taken;
of this Charter periodically and recommend any
r) All other matters incidental or related to the above
proposed changes to the Board for approval;
issues; and
e) To develop and review a set of Corporate Governance
s) Carry out any other function as mandated by the Board
principles, policies and processes for Group Entities
from time to time and / or enforced by any statutory
in order to improve monitoring and ongoing business
notifications / amendments as may be applicable.
related concerns;
The Committee reviewed the Risk Management framework
f) To review physical Infrastructure and Crisis
and its operation and risk heat maps and deliberated over
Management Planning;
the mitigation plans for key risks. More details on the key
g) To develop norms for evaluation of the Board / Directors risks and mitigation actions in respect thereto are provided
/ Chairperson / Committees and to recommend the elsewhere, forming part of this Report.
areas of training needed for Board members;
Policies, Affirmations, and Disclosures Code of
h) To review ongoing legal compliances, ongoing court
Conduct for Directors and Senior Management
cases and any business / legal dispute related matters
with stakeholders; The Company has prescribed a “Code of Conduct for
Directors and Senior Management” of the Company. The
i) To review plans / status /concerns and access on steps Code lays down the Code of Conduct which is expected
taken to mitigate the exposures in timely manner with to be followed by the Directors and the Senior Managerial
respect to department of Communication Technology Personnel in their business dealings and in particular on
including cyber security issues; matters relating to integrity at the workplace, in business
j) The Committee shall have powers to seek information practices, and in dealing with Stakeholders. The declarations
from any employee, obtain outside legal or other with regards to its compliance have been received for the
professional advice and secure attendance of outsiders year under review from all the Board Members and Senior
with relevant expertise, if it considers necessary; Managerial Personnel. There were no material financial and
commercial transactions, in which Board Members or Senior
Managerial Personnel had a personal interest, which could continuing as directors of the Company by the SEBI / Ministry
lead to a potential conflict of interest with the Company of Corporate of Affairs or any such statutory authority
during the year. was placed before the Board of Directors and is set out as
“Annexure D” to this Report.
It is hereby declared that the members of the Board of
Directors and Senior Managerial Personnel have affirmed
Related Party Transactions
Compliance with the Code during the Financial Year under
review and is annexed to this report as “Annexure A”. The Company has not entered into any Material Related Party
Transaction (RPT) during the year under review. In line with
Chairman and Global Chief Financial Officer Certification requirements of the Act and SEBI Listing Regulations, the
policy is available on the website of the Company and can
In terms of Regulation 17(8) of the SEBI Listing Regulations,
be accessed through the weblink https://www.mastek.com/
the Chairman and Global Chief Financial Officer submitted a
wp-content/uploads/2022/09/RelatedPartyTransactionsPolicy.
certificate to the Board of Directors in the prescribed format
pdf.
for the year under review, which has been reviewed by the
Audit Committee and taken on record by the Board and is During the year under review, the Board reviewed the
annexed to this report as “Annexure B”. Policy on ‘Related Party Transactions’ as per the SEBI Listing
Regulations and made relevant changes to bring it in line with
Disclosures by Board Members & Senior Management the recent regulatory changes.
The Board Members and Senior Managerial Personnel make The Policy intends to ensure that proper reporting, disclosure
disclosures to the Board on yearly basis regarding and approval processes are in place for all transactions
• their dealings in the Company’s shares; and between the Company and Related Parties.
• all material, financial and commercial and other This Policy specifically deals with the review and approval
transaction with the Company; of Material Related Party Transactions keeping in mind
the potential or actual conflicts of interest that may arise
Where they have personal interest, stating that the said because of entering into these transactions. All Related
dealings and transactions, if any, have no potential conflict Party Transactions are placed before the Audit Committee
with the interests of the Company at large. for review and approval. Prior omnibus approval is obtained
In accordance with the provisions of Regulation 26(6) of for Related Party Transactions on a quarterly basis for
the SEBI Listing Regulations, the Key Managerial Personnel, transactions which are of repetitive nature and / or entered
Director(s), Promoter(s) and Employees including Senior in the ordinary course of business and are at arm’s length.
Managerial Personnel of the Company have affirmed that they All Related Party Transactions entered during the year were
have not entered into any agreement for themselves or on in ordinary course of business and on an arm’s length basis.
behalf of any other person, with any member or any other No Material Related Party Transactions as defined in the SEBI
third party with regard to compensation or profit sharing in Listing Regulations were entered during the Financial Year by
connection with dealings in the securities of the Company. your Company.
Compliance Certificate on Corporate Governance Material Subsidiary Companies
M/s. P. Mehta & Associates, Practising Company Secretaries, The Company has adopted a policy on Material Subsidiary in
has provided Certificate on Corporate Governance as line with the requirements of the SEBI Listing Regulations.
stipulated under Schedule V of the SEBI Listing Regulations The objective of this policy is to lay down criteria for
and is annexed to this report as “Annexure C”. identification and dealing with Material Subsidiaries and
to formulate a governance framework for Subsidiaries of
The Company is in compliance with Regulation 24A of the the Company. The Policy on Material Subsidiary is available
Listing Regulations. The Company’s material subsidiary on the website of the Company and can be accessed
undergo Secretarial Audit. Copy of Secretarial Audit Report of through the weblink https://www.mastek.com/wp-content/
Mastek Enterprise Solutions Private Limited (Formerly known uploads/2022/07/Policy-for-determining-Material-Subsidiaries.
as Trans American Information Systems Private Limited), an pdf.
Indian Material Subsidiary forms part of Directors’ Report.
The Secretarial Audit Report of the material subsidiary does The relevant details of each of the Subsidiaries are
not contain any qualification, reservation, adverse remark provided in the Directors’ Report, which forms part of this
or disclaimer. Annual Report.
The Company’s material subsidiaries as mentioned below are

Certificate from Practising Company Secretary subject to special governance norms of the Securities and
The Company has received certificate as required under Exchange Board of India (Listing Obligations and Disclosure
Part C of Schedule V of the SEBI Listing Regulations from Requirements) Regulations, 2015. Minutes of the meetings of
M/s. P. Mehta & Associates, Practising Company Secretaries, the Board of Directors of all subsidiaries are placed before
confirming that none of the Directors of the Company have the Board of Directors of the Company for their review
been debarred or disqualified from being appointed or and noting. Disclosure requirements pertaining to material
Mastek Limited
unlisted subsidiary companies prescribed under Schedule V of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, are as follows:
Place of Name of Statutory Date of appointment of

Name of unlisted Material Subsidiary Date of Incorporation
Incorporation Auditor Statutory Auditor
Mastek (UK) Limited 15.07.1992 UK Grant Thornton UK 25.05.2017

LLP
Mastek Systems Co. Limited (Formerly known 10.03.2011 UK Grant Thornton UK 29.04.2021
as Evolutionary Systems Co. Limited) LLP
Mastek Enterprise Solutions Private Limited 05.03.1999 India M/s. Walker Chandiok 01.02.2018
(Formerly known as Trans American Systems & Co. LLP
Private Limited)
Disclosure of Accounting Treatment in preparation of responsibility. The Company has a Whistle‑Blower Policy to
financial statements deal with instances of fraud and mismanagement, leakage of
The financial statements of the Company have been prepared Unpublished Price Sensitive Information (UPSI), if any, etc.
in accordance with the Companies (Indian Accounting The Policy ensures that strict confidentiality is maintained
Standards) Rules, 2015 (Ind AS) prescribed u/s 133 of the Act. whilst dealing with concerns raised by any stakeholder and
also that, no discrimination will be meted out to any person
Disclosure on compliance with Corporate Governance for a genuinely raised concern. Pursuant thereto, a dedicated
Requirements specified in SEBI Listing Regulations hotline is provided which can be directly reached and any
Whistle Blower’s complaint can be registered. Calls to the
The Company has complied with the requirements of Part
Hotline during work hours will be directed by the Operator
C (Corporate Governance Report) of Sub‑Paras (2) to (10) of
to any of the Ombudspersons or Compliance Committee
Schedule V of the SEBI Listing Regulations. The Company has
members, as desired by the caller. Complainants can also
complied with Corporate Governance requirements specified
raise their concern through E‑mails to the Ombudspersons
in Regulation 17 to 27 and Clauses (b) to (i) of Sub‑regulation
or Compliance Committee members or Chairperson of Audit
(2) of Regulation 46 of the SEBI Listing Regulations and
Committee (if the complaint is against a Director or by a
necessary disclosures thereof have been made in this
Director). If, for any reason, the complainant does not wish
Corporate Governance Report.
to write to any of these entities, he / she can write an E‑mail
at whistleblower@mastek.com. The Company Secretary,
Legal Compliance Reporting
will appropriately direct it to any of the Ombudspersons
The statutory compliance has become a catalyst for or Compliance Committee member/s or Chairperson of the
Corporate Governance. A good statutory compliance Audit Committee, after ascertaining the nature, identity and
system has become vital for effective conduct of business sensitivity of the concern raised.
operations. As a major portion of the Company’s business
is conducted abroad, apart from ensuring compliance with No personnel were denied access to the Audit Committee of
Indian statutes, the Company also complies with the statutes the Company with regards to the above.
of the countries where the Company and its Subsidiaries
have presence. Disclosure relating to Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
With a view to strengthen this system, the Company has 2013
taken steps to automate the said system and has framed a
The Company has in place an effective mechanism (Formed
web‑based portal which will provide the users a web‑based
Internal Complaints Committee with external member) for
access, controls based on a defined authorisation matrix.
dealing with complaints relating to sexual harassment at
Besides connecting all the compliance owners across workplace. The details relating to the number of complaints
time zones to a common corporate platform, the portal received and disposed of during the Financial Year 2022–23
is expected to serve as a repository of the compliance are as under:
exercise yielding substantial saving in resources and efforts
• Number of complaints filed during the Financial Year
for tracking compliance. During the year under review, the
: NIL
Company has enhanced the existing Statutory Compliance
Monitoring system to extend the scope of the system by • Number of complaints disposed of during the Financial
including all overseas entities / locations of the Company as Year : NIL
well to monitor the compliance more effectively and make it
• Number of Complaints Pending at the end of the
more user‑friendly.
Financial Year : NIL
Establishment of Vigil Mechanism / Whistle-Blower Policy

Code for Prevention of Insider Trading Practices
In staying true to our values of Strength, Performance and
The Company has adopted a Code of Regulating, Monitoring
Passion and in line with our vision of being one of the most
and Reporting of trading by Designated Persons (Insider
respected Companies in India, the Company is committed
Trading Code) under SEBI (Prohibition of Insider Trading)
to high standards of Corporate Governance and Stakeholder
Regulations, 2015 (SEBI Insider Trading Regulations) which
inter alia includes Policy for determination of “Legitimate on the Company’s website, and can be accessed through
Purpose” and “Code of Fair Disclosure”. The same has been the weblink https://www.mastek.com/wp-content/
uploaded on website of the Company and can be accessed uploads/2022/07/Dividend-Distribution-Policy.pdf and is also
through the weblink https://www.mastek.com/wp-content/ available in the Director’s Report which forms part of the
uploads/2021/10/code-of-practices-and-procedures-for- Annual Report.
fairdisclosure-of-upsi.pdf. In accordance with the SEBI’s
Prevention of Insider Trading Regulations, the Company Details of preferential allotment or qualified institutional
has established systems and procedures to prohibit insider placement as specified under Regulation 32 (7A) of the
trading activities. SEBI Listing Regulations
The Insider Trading Code has been formulated to regulate, The Company has not raised funds through qualified
monitor and ensure reporting of trading by the Designated institutional placement during the year under review, except
Persons and their immediate dependent relatives towards from its employees under the ongoing ESOP plans. However,
achieving compliance with the Regulations and is designed to the Company has carried out a Preferential allotment (for
maintain the highest ethical standards of trading in Securities consideration other than cash) of 3,20,752 equity shares
of the Company by persons to whom it is applicable. at ` 1,856 per share to a select group of Compulsorily
The Code lays down Guidelines, which advises them on Convertible Preference Shares (CCPS) holders of Company’s
procedures to be followed and disclosures to be made, while Subsidiary i.e. Mastek Enterprise Solutions Private Limited
dealing with securities of the Company and cautions them of (Formerly known as Trans American Information Systems
the consequences of violations. Private Limited) to buy out the Second tranche of 50,000
CCPS from them in cash and issue of Company’s equity shares
The Company has set forth procedures and implementation to some of them.
of the Code for trading in the Company’s securities. PAN
based tracking mechanism for monitoring the trade in the Total fees for all services paid to the Statutory Auditors
Company’s securities by the “Designated Persons” and their by the Company and its Subsidiaries for the Financial Year
immediate dependent relatives has also been put in place to 2022-23
ensure detection and taking appropriate action, in case of Total fees paid by the Company and its Subsidiaries on a
any violation / non‑compliance of the Company’s Prevention consolidated basis, to the Statutory Auditor viz. M/s. Walker
of Insider Trading Code. Chandiok & Co. LLP, Chartered Accountants, Firm
Directors and Senior Managerial Personnel of the Company Registration No. 001076N / N500013:
provide disclosure on an annual basis about the number of Amount
Particulars
shares held by them along with their immediate dependent (` in lakhs)
relatives in the Company. Further, they also declare that they Audit Fees 89.74
have not traded in the shares of the Company based on the
Certifications and Out of Pocket expenses 16.78
UPSI and on buying / selling any number of shares, have not
Total 106.52
entered into an opposite transaction i.e. sell / buy during the
six months from the date of the erstwhile transaction as per
the provisions of the Code and guidelines issued by SEBI. Disclosure in relation to recommendations made by any
Committee which was not accepted by the Board
The Company ensures compliance with the provisions of
During the year under review, there were no such
the Company’s Prevention of Insider Trading Code so as to
recommendations made by any Committee of the Board, that
manage, monitor, track and report the dealings in equity
were mandatorily required and not accepted by the Board.
shares of the Company by the designated insiders, if any,
during the trading window closure period or without prior
Changes amongst Directors and KMP
approvals. The Compliance Officer and the management
conducted trainings and workshops with the Designated • Mr. Suresh Vaswani was appointed as an Independent
Person(s) to create awareness on various aspects of the Director of the Company w.e.f. December 11, 2022, the
Prevention of Insider Trading Regulations, so that the internal Shareholders approved the same on January 11, 2023.
controls are adequate and effective to ensure compliance. • Mr. Atul Kanagat (Non-Executive) Independent
The Audit Committee reviews cases of non‑compliances, if Director ceased to be the Member of the Board
any, and makes necessary recommendations to the Board / w.e.f. January 17, 2023 due to personal and other
Management w.r.t. action taken against such defaulters. The professional commitments.
said non‑compliances, if any, will be promptly intimated to • Mr. S. Sandilya, Chairman (Non-Executive) and
exchanges in the prescribed format. Independent Director ceased to be a Member of the
Board due to resignation w.e.f. March 3, 2023, citing
Dividend Distribution Policy the reason that he is no longer aligned with the future
To bring transparency in the matter of declaration of direction of the Company.
dividends and to protect the interests of investors, the
• Mr. Ashank Desai relinquished the role of Managing
Company has already adopted the Dividend Distribution
Director with effect from March 31, 2023, and has been
Policy. The Policy is in line with Regulation 43A of the SEBI
Listing Regulations and the Act which has been displayed
Mastek Limited
appointed as Chairman (Non - Executive) with effect Governance, Investor Grievances, Reconciliation of
from April 1, 2023. Capital, etc. are uploaded on BSE and NSE websites. No
separate Half‑yearly financial performance reports, are
• Ms. Priti Rao, (Non-Executive) Independent Director
sent to Members.
submitted resignation from the Directorship of the
Company effective from May 1, 2023, stating that her • Modified opinions in Audit Report ‑ The Auditors
term is nearing its end and having assessed her position have issued an un-modified opinion on the financial
in light of the Company’s plans for its next growth statements for the Financial Year 2022‑23 of
phase, she has decided to resign. the Company.
• Separate posts of Chairman and Chief Executive Officer

Management Discussion & Analysis
(CEO) ‑ The position of Chairman and Managing Director
Management Discussion & Analysis Section forms part of the / CEO is bifurcated in the Company, for significant part
Annual Report and is annexed elsewhere in this Report. of the year.
Details of non-compliance by the Company, penalties, • Reporting of Internal Auditor ‑ The Internal Auditor
and strictures imposed on the Company by Stock reports directly to the Audit Committee, attends the
Exchanges or SEBI or any statutory authority, on any Audit Committee meetings, and interacts directly with
matter related to capital markets, during the last 3 the Audit Committee members.
(three) years
Website
The Company has complied with all requirements specified
under the SEBI Listing Regulations as well as other The Company has its own functional website www.mastek.
Regulations and guidelines of SEBI. No strictures or penalties com as required by the SEBI Listing Regulations, where
have been imposed on the Company by the Stock Exchanges information about the Company, quarterly and Annual
or by the SEBI or by any statutory authority on any matters Audited Financial Results, Annual Reports, distribution
related to capital markets during the last 3 (three) years. of shareholding at the end of each quarter, official press
releases, and information required to be disclosed under
Compliance Report on Discretionary Requirements under Regulations 30 and 46 of the SEBI Listing Regulations, etc.
Regulation 27(1) Of SEBI Listing Regulations are regularly updated. All material events / information
relating to the Company that could influence the market
Among the adoption of Non‑Mandatory / Discretionary
price of its securities or investment decisions are disclosed
requirements as per Part E of Schedule II to SEBI Listing
timely to the Stock Exchanges as per the Company’s Policy
Regulations, the Company has complied with the following:
on the determination of materiality of events framed under
• The Board ‑ As per para A of Part E of Schedule II of the SEBI Listing Regulations. All disclosures under this policy
the SEBI Listing Regulations, the Chairman has his own are also displayed on the Company’s website and hosted
office. However, an office is made available for his for a minimum period of 8 (eight) years and thereafter as
use, if required by him, during his visit to the Company per the Archival Policy of the Company. The Policy on the
for attending meetings. One of the Promoter of the determination of materiality of events and Archival Policy
Company is the Non‑Executive Chairman effective April of the Company is available on the Company’s website and
1, 2023. can be accessed through the web link https://www.mastek.
com/wp-content/uploads/2022/07/Policy-on-Determination-
• Shareholders Rights ‑ Quarterly results are subjected to
of-Materiality-for-Disclosure-of-Events-or-Information_0-1.pdf
limited review by Statutory Auditors and are generally
and https://www.mastek.com/wp-content/uploads/2022/07/
published in the Financial Express (Mumbai English
Archival-policy.pdf respectively.
edition), Mumbai Lakshadeep (Mumbai Marathi edition)
and Financial Express (Ahmedabad Gujarati edition) The Company actively communicates its Strategy and the
having wide circulation. The Quarterly Unaudited Results Developments of business to the financial markets. The Top
along with the press releases are made available on the Executives of the Company along with Company’s investor
website of the Company (https://www.mastek.com/ relations advisor, regularly meet the analysts every quarter to
investor-financial-information/). The Company also holds brief the financial position after the publication of the same.
the Analyst meet every quarter after declaration of The Press release, analysts / conference calls are organised
financial results and answers the questions raised by the from time to time. Discussions in such meetings are always
participants. Other information relating to Shareholding limited to information that is already in the public domain.
Pattern, compliance with the requirements of Corporate
General Body Meetings
a) Details of location, time, date, and special resolutions passed during the last 3 (three) years:
Financial
Date Time Location Special Resolutions Passed
Year
2021-22 September 14, 2022 5.00 p.m. Through Video • Approval to give authority to the Board to create
Conferencing mortgage and / or charge over the movable
Deemed Location:
Registered office of and immovable properties of the Company upto
the Company ` 1,500 crores
• Approval to give authority to the Board to
increase the borrowing limits of the Company upto
` 1,500 crores.
2020‑21 September 28, 2021 5.00 p.m. Through Video • Appointment of Mr. Ashank Desai (DIN: 00017767) as
Conferencing Managing Director designated as Vice‑Chairman &
Deemed Location:
Managing Director of the Company.
Registered office of
the Company • Consider payment of Remuneration to Mr. Ashank
Desai (DIN: 00017767) as Managing Director
designated as Vice‑Chairman & Managing Director of
the Company.
• Enabling resolution for payment of Remuneration
to Mr. S. Sandilya (DIN: 00037542), Chairman
(Non‑Executive) & Independent Director of the
Company for the Financial Year 2020‑21, which may
exceed 50% of the total Annual Remuneration payable
to all the Non‑Executive Directors of the Company.
2019‑20 October 29, 2020 5.30 p.m. Through Video • Re‑appointment of Mr. Sudhakar Ram as a Whole Time
Conferencing Director designated as Vice‑Chairman & Managing
Deemed Location:
Director for a period of 5 (five) years from July 1,
Registered office of
the Company 2020 up to June 30, 2025 and remuneration to be paid
to him.
• Enabling Resolution for payment of Remuneration
to Mr. S. Sandilya (DIN: 00037542), Chairman
(Non‑Executive) & Independent Director in excess of
the limits prescribed under SEBI Regulations.
• Enabling Resolution for giving loans and guarantees
and make investment in securities (up to ` 1,000
crores).
• Enabling Resolution for Creation of Charge / Mortgage
on the Assets of the Company, both present and
future (up to ` 750 crores)
• Enabling Resolution for borrowings to be made by the
Company (up to ` 750 crores).
All the resolutions as set out in the notices were passed with requisite majority by the Members of the Company.
b) Extra Ordinary General Meeting Sr. Businesses being transacted through

Resolution Type
No. Postal Ballot
There was no Extra Ordinary General Meeting held
1. To appoint Mr. Suresh Choithram Special Resolution
during the Financial Year 2022‑23.
Vaswani (DIN: 02176528) as an
Independent Director of the
c) Details of the Resolution passed through Postal Company.
ballot, the person who conducted the postal ballot 2. To issue, offer and allot 320,752 Special Resolution
exercise and details of the voting pattern: Equity Shares of the Company
on a Private Placement Basis
During the year under review, the Company conducted 2 (Consideration other than cash).
(two) Postal Ballots, the details of which are as follows;
Postal Ballot 2: The Company has issued the Postal
Postal Ballot 1: The Company had issued the Postal
Ballot Notice dated March 21, 2023 proposing the
Ballot Notice dated December 11, 2022, proposing
following 2 (two) Special Resolutions which, if passed
the following 2 (two) Special Resolutions which were
by the requisite majority, shall be deemed to have been
approved by the Members of the Company on January
11, 2023.
Mastek Limited
passed on the last date specified by the Company for Friday, March 24, 2023 (“cut‑off date”).
Remote E-voting i.e. April 28, 2023. The Company also published a notice in the
newspaper on March 31, 2023 declaring the
Sr. Businesses being transacted through
No. Postal Ballot
Resolution Type details of completion of dispatch of the Postal
Ballot Notice on March 29, 2023 and other
1. To approve amendments to the Special Resolution
Articles of Association of the requirements as mandated under the Act and
Company with respect to the applicable rules.
appointment of Promoter Director.
4. Pursuant to the provisions of Section 110 read
2. To approve amendments to the Special Resolution
Articles of Association of the with Section 108 and other applicable provisions,
Company as a consequence of the if any, of the Act and rules made thereunder read
amendment of the Shareholders’ with General Circular Nos. 14/2020 dated April
Agreement. 8, 2020; 17/2020 dated April 13, 2020; 22/2020
dated June 15, 2020; 33/2020 dated September 28,
Person Conducting the Postal Ballot Exercise 2020; 39/2020 dated December 31, 2020; 10/2021
M/s. P. Mehta & Associates, Practising Company dated June 23, 2021; 20/2021 dated December
Secretaries were appointed as the Scrutiniser, for 8, 2021; 3/2022 dated May 5, 2022; and 11/2022
conducting these Postal Ballot process, in a fair and dated December 28, 2022 (“MCA Circulars”) issued
transparent manner. by Ministry of Corporate Affairs, the Notice was
sent only by email to all its Members who have
Procedure followed registered their email addresses with the Company
or depository(ies) / depository participants and
1. In compliance with Regulation 44 of the SEBI
whose names are recorded in the Register of
Listing Regulations and Sections 108, 110, and
Members / Beneficial owners of the Company as on
other applicable provisions of the Act, read with
the respective Cut‑off dates.
the rules made thereunder, the Company provided
the electronic voting facility to all its Members, to 5. Remote E-voting Period / Postal Ballot Form
enable them to cast their votes electronically.
a. Postal Ballot 1: Members exercised their vote
2. The Company engaged the services of National by Remote E‑voting during the period from
Securities Depository Limited for the purpose of 09:00 a.m. on Tuesday, December 13, 2022,
providing an e‑voting facility. to Wednesday, January 11, 2023, at 5.00 p.m.
and also through Postal Ballot Forms on or
3. Dispatch of Postal Ballot Notices dated December
before 5.00 p.m. (IST) on January 11, 2023.
11, 2022, and March 21, 2023, respectively;
b. Postal Ballot 2: Members to exercise their
a. Postal Ballot 1: The Company dispatched the
vote by Remote e‑voting during the period
postal ballot notice dated December 11, 2022,
from 09:00 a.m. on Thursday, March 30, 2023,
containing draft resolutions together with the
to Friday, April 28, 2023, till 5.00 p.m.
explanatory statements to the Members whose
names appeared in the register of members 6. Scrutiniser’s Report
/ list of beneficiaries as on the cut‑off date
a. Postal Ballot 1: The Scrutiniser submitted
i.e. Friday, December 2, 2022 (“cut‑off date”).
his report on January 12, 2023, after the
The Company also published a notice in the
completion of scrutiny.
newspaper on December 14, 2022, declaring
the details of the completion of dispatch of b. Postal Ballot 2: The Scrutiniser will be
the Postal Ballot Notice on December 11, 2022 submitting his report on or before May 3,
and other requirements as mandated under 2023, after the completion of scrutiny.
the Act and applicable rules.
7. Results of Postal Ballot
b. Postal Ballot 2: The Company dispatched
a. Postal Ballot 1: The results of the Postal Ballot
the postal ballot notice dated March 21, 2023
1 were announced by on Thursday, January
containing draft resolutions together with the
12, 2023. The last date specified for receipt
explanatory statements to the Members whose
of duly completed Postal Ballot Forms and
names appeared in the register of members
closure of e‑voting i.e. January 11, 2023, was
/ list of beneficiaries as on cut‑off date i.e.
taken as the date of passing the resolution.
The consolidated summary of the results of postal ballot is as under:
Votes cast in favour of Votes cast against the

Details of Agenda No. of valid votes
the Resolution (No. & %) resolution (No. & %)
To approve appointment of Mr. Suresh Vaswani as an 187,45,397 1,80,85,795(96.48%) 6,59,602(3.52%)

Independent Director.
To issue, offer and allot Equity Shares of the Company on 187,45,392 1,81,71,026(96.94%) 5,74,366(3.07%)
Private Placement Basis (for buyout of 2nd tranche of CCPS of
Subsidiary).
Accordingly, both the special resolutions as stated herein above have been passed with requisite majority.
b. Postal Ballot 2: The results of the Postal Ballot 2 will be announced on or before May 3, 2023. The last date
specified for receipt of duly completed Postal Ballot Forms and closure of e‑voting i.e. April 28, 2023.
The Scrutiniser will be submitting his report on or before May 3, 2023, after the completion of scrutiny.
c. Details of special resolution proposed to be conducted through postal ballot: None of the businesses
proposed to be transacted at the ensuing AGM requires passing of a special resolution through postal ballot.
8. The results of the postal ballots along with the scrutiniser’s report is displayed at the registered office of the
Company, hosted at the Company’s website at www.mastek.com and on the website of NSDL i.e. www.evoting.nsdl.
com and was / will be communicated to the Stock Exchanges.
Means of Communication with Members

Location / Mode Purpose
Quarterly / Annual Results Quarterly / Half‑yearly / Annual results subject to Limited Review / Audit Report by Statutory Auditors
are generally published in the Financial Express (in English) and Mumbai Lakshadeep (in Marathi) Mumbai
edition and in Financial Express (in Gujarati) Ahmedabad edition. These along with the Press Releases
and Analyst Presentations are made available on the website of the Company at https://www.mastek.
com/financial-information. No unpublished price-sensitive information or future financial projections are
discussed in the presentations made to institutional investors and financial analysts.
Website The Company’s website contains a separate dedicated section “Investors” where information for Members’
is available. Besides mandatory documents required to be uploaded on the Company’s website under
SEBI Listing Regulations, details of earnings call, presentations, press releases, factsheets, and quarterly
reports of the Company are made available on the website: www.mastek.com
Filing with Stock Exchanges The Company discloses to the Stock Exchanges, information required to be disclosed under Regulation 30
read with Part A of Schedule III of the SEBI Listing Regulations, including material information which has a
bearing on the performance / operations of the Company or which is price sensitive in nature.
The Company electronically files / XBRL data such as shareholding patterns, corporate governance report,
quarterly and annual financial results, corporate announcements, etc. on the online portals of BSE Limited
and National Stock Exchange of India Limited viz. https://listing.bseindia.com/home.htm and neaps.
nseindia.com/ NEWLISTINGCORP/ respectively within the time frame prescribed in this regard.
Annual Report The Company’s Annual Report containing, inter alia, Letter / message from the Managing Director, Letter
/ message from the Global Chief Executive Officer, Audited Annual Accounts, Consolidated Financial
Statements, Directors’ Report along with all the relevant documents, Auditors’ Report, Report on
Corporate Governance, Risk Management, Financial Highlights, Management Discussion and Analysis,
Business Responsibility and Sustainability Report, and other important information is circulated to all the
Members. The Annual Report of the Company is also available on the Company’s website.
Annual Report is circulated to all the Members and all others like Shareholders, auditors, equity analysts,
Banks, etc.
SEBI Complaints Redress Investor complaints are processed at SEBI in a centralised web‑based complaints redress system. The
System (SCORES) salient features of this system are centralised database of all complaints, online upload of Action Taken
Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaints
and their current status.
Interaction with Institutional • The Investor Relations team of the Company conducts regular meetings and conference calls of the
investors, analysts, etc. Company Management with the institutional investors, analysts, etc.
• Quarterly / annual financial results and press releases are sent to all institutional investors, and
analysts who are registered in the Company database, to keep them abreast of all significant
developments.
• The investor presentations made to institutional investors or analysts are displayed on the Company’s
website.
Mastek Limited
Location / Mode Purpose
Investor Relations ‑ Our The Company values transparent relationship with the Members, prospective investors, and the wider
communication with the investment community. The Investor Relations (IR) team manages these relationships with high standards
Investor Community of clarity and transparency. It proactively interacts with the investors through meetings, investor
conference calls, investor meets, conferences and mails.
Letters to Members Letters were sent to the Members as per records, for claiming unclaimed / unpaid dividend /
dematerialisation of shares / updating PAN and Bank Account details, wherever required.
Designated E‑mail ID The Company has a designated E‑mail ID, namely investors_griveances@mastek.com for the Members’
queries.
General Shareholder Information

a) Corporate Identification Number L74140GJ1982PLC005215
(CIN) of the Company
b) International Securities INE759A01021
Identification Number (ISIN)
c) Registered Office 804 / 805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi,
Ahmedabad ‑ 380 006, Gujarat.
d) Annual General Meeting
Date/Time/Venue Thursday, September 21, 2023 at 5 PM IST
The Company is conducting meeting through Video Conference / Other Audio‑Visual Means
pursuant to the MCA Circulars and as such, there is no requirement to have a venue for the
AGM. For further details, please refer to the Notice of the Annual General Meeting. The
deemed venue of the AGM shall be registered office of the Company.
e) Date of Book Closure As mentioned in the attached Notice of the 41st Annual General Meeting.
f) Financial Year and Tentative The Company follows April to March as the Financial Year
Calendar
Financial reporting for the quarters (Tentative)
June 30, 2023 On July 19, 2023
September 30, 2023 On or before October 31, 2023
December 31, 2023 On or before January 31, 2024
March 31, 2024 On or before April 30, 2024
g) Listing of Equity Shares on stock BSE Limited
exchanges in India at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai ‑ 400 001.
National Stock Exchange of India Limited
Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra‑Kurla Complex, Bandra (East),
Mumbai ‑ 400 051.
h) Scrip Code / Symbol BSE – 523704
NSE – MASTEK
i) Listing of Non-Convertible Not Applicable
Debentures on stock exchanges in
India at
j) Debenture Trustee Not Applicable
k) ISIN for Debentures Not Applicable
l) Listing Fees to Stock Exchanges and The Company has paid the annual listing fees for the Financial Year 2023‑2024 to the Stock
Exchanges where the Company’s shares are listed. The Company has also paid the Annual
Custodial Fees for the Financial Year 2023‑24 to both the depositories namely National
Securities Depository Limited and Central Depository Services (India) Limited.
m) Annual Custody Fees to
Depositories
Capital Structure:
Authorised Capital Equity `200,000,000 (40,000,000 Equity shares of ` 5 each)
Preference` 200,000,000 (20,00,000 Preference shares of ` 100 each)
Issued, Subscribed, and Paid-up ` 152,624,135 (30,524,827 Equity Shares of ` 5 each)
Capital
Distribution of Shareholding as on March 31:

2023 2022
Range between of
Shareholding No. of No. of
% No. of shares % % No. of shares %
Shareholders Shareholders
1 – 500 1,02,804 97.87 39,09,673 12.81 1,02,105 97.82 36,14,645 12.04

501 – 1000 1,269 1.21 9,19,951 3.01 1,212 1.16 8,94,940 2.98
1001 – 5000 770 0.73 14,93,929 4.89 816 0.78 16,35,650 5.45
5001 – 10000 90 0.09 6,24,990 2.05 105 0.10 7,46,054 2.49
10001 – above 110 0.10 2,35,76,284 77.24 138 0.13 2,31,26,732 77.04
Total 1,05,043 100.00 3,05,24,827 100.00 1,04,376 100.00 3,00,18,021 100.00
Monthly Volumes and Prices: Financial Year 2022-23
Market Price data:

BSE Limited National Stock Exchange of India Limited
Month and Year Volume (Total Volume (Total
High (`) Low (Rupee ) High (`) Low (Rupee )
Traded Quantity) Traded Quantity)
April 2022 3,410.85 2,763.25 1,33,781 3,413.10 2,735.00 15,21,054

May 2022 2,913.00 2,325.00 1,66,981 2,906.95 2,326.55 19,52,714
June 2022 2,817.75 1,851.00 1,32,160 2,820.00 1,850.70 22,77,519
July 2022 2,167.30 1,942.00 1,06,763 2,160.30 1,942.00 16,59,635
August 2022 2,200.60 1,864.00 3,16,632 2,202.60 1,860.00 33,32,555
September 2022 1,974.95 1,700.00 9,72,468 1,973.95 1,700.00 23,10,757
October 2022 1,788.35 1,612.00 88,874 1,788.75 1,600.00 9,73,874
November 2022 1,721.20 1,492.00 90,775 1,722.25 1,490.15 13,97,954
December 2022 1,850.00 1,590.05 1,23,690 1,848.70 1,599.00 14,15,589
January 2023 1,748.00 1,596.50 66,834 1,749.00 1,595.70 9,47,194
February 2023 1,728.95 1,523.00 99,767 1,724.40 1,523.05 11,51,934
March 2023 1,749.00 1,475.45 99,808 1,749.90 1,475.10 11,26,979
Source: BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com)
Mastek Share price and BSE Sensex Movement
125
100
75
50
50
0
Apr-22 May-22 Jun-22 Ju-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23
Mastek Sensex
Mastek Limited
In case the Securities of the Company are Simplified Norms for processing Investor Service Request
suspended from trading, the reasons thereof SEBI has made it mandatory for holders of physical securities
The Securities of the Company are not suspended from to furnish PAN, contact details, bank details, specimen
trading on the stock exchanges. signature, KYC and Nomination details to avail any investor
service. Folios wherein any one of the above‑mentioned
Share Transfer System / Unclaimed Dividend and details are not registered by September 30, 2023 shall
other related matters be frozen.
Share Transfer System The concerned Members are therefore urged to furnish
above details by submitting the prescribed forms duly filled
The Board has delegated the authority for approving
by e-mail from their registered email id to einward.ris@
transfer, transmission, dematerialisation of shares etc. to the
kfintech.com or by sending a physical copy of the prescribed
Stakeholders Relationship Committee. The Company obtains
forms duly filled and signed by the registered holders to the
an annual certificate from Practising Company Secretaries
following address:
as per the requirement of Regulation 40(9) of SEBI Listing
Regulations and the same is filed with the Stock Exchanges Name KFin Technologies Limited
and also available on the website of the Company. Address Selenium Building, Tower-B, Plot No 31
& 32, Financial District, Nanakramguda,
In terms of amended Regulation 40 of Listing Regulations Serilingampally, Hyderabad, Rangareddy,
w.e.f. April 1, 2019, transfer of securities in physical form Telangana India - 500 032.
shall not be processed unless the securities are held in the Email ID einward.ris@kfinetch.com
demat mode with a Depository Participant. Further, with Toll Free 1800 309 4001
effect from January 24, 2022, SEBI has made it mandatory WhatsApp Number (91) 910 009 4099
for listed companies to issue securities in demat mode only KPRISM https://kprism.kfintech.com
while processing any investor service requests viz. issue KFin Corporate https://www.kfintech.com
of duplicate share certificates, exchange / sub-division Website Link
/ splitting / consolidation of securities, transmission / Corporate Registry https://ris.kfintech.com
transposition of securities. SEBI has clarified vide its Circular (RIS) Website Link
dated January 25, 2022, that listed entities / RTAs shall Investor Support https://ris.kfintech.com/clientservices/isc
now issue a “Letter of Confirmation” in lieu of the share Centre Link
certificate while processing any of the investor service
request for issue of securities. Nomination facility for Members
As per the provisions of the Act, facility for making
The transfer requests are processed within 15 days of
Nomination is available for the Members in respect of shares
receipt of the documents, if documents are found in order.
held by them. Members holding shares in physical form may
Shares under objection are returned within 15 days. The
obtain Nomination form, from the RTA of the Company.
Board has delegated the authority for approving transfers,
Members holding shares in dematerialised form should
transmissions, etc. of the Company’s shares in physical form
contact their Depository Participants (DP) in this regard. For
to the Stakeholders Relationship Committee. The minutes of
more details please refer the FAQs section which forms part
Stakeholders Relationship Committee are placed before the
Board at the subsequent Board meeting.
Details of Unpaid / Unclaimed Dividend

The following table provides dates on which unpaid / unclaimed dividend and the corresponding eligible shares would become
liable to be transferred to the IEPF Authority for Member’s information.
Tentative dates for transfer to IEPF

Particulars / Financial Year Date of Declaration Date of Payment
Authority
2nd Interim Dividend 2015-2016 March 12, 2016 March 29, 2016 April 17, 2023 (Transfer is in process)
Interim Dividend 2016-2017 October 18, 2016 November 9, 2016 November 23, 2023
Final Dividend 2016‑17 June 22, 2017 July 10, 2017 July 28, 2024
Interim Dividend 2017‑18 October 26, 2017 November 15, 2017 December 02, 2024
Final Dividend 2017‑18 July 19, 2018 July 31, 2018 August 24, 2025
Interim Dividend 2018‑19 October 25, 2018 November 15, 2018 November 30, 2025
Final Dividend 2018‑19 July 23, 2019 July 30, 2019 August 28, 2026
1st Interim Dividend 2019‑20 October 17, 2019 October 31, 2019 November 22, 2026
2nd Interim Dividend 2019‑20 March 17, 2020 March 30, 2020 April 22, 2027
1st Interim Dividend 2020‑21 October 29, 2020 November 24, 2020 November 10, 2027
Final Dividend 2020‑21 September 28, 2021 October 16, 2021 November 3, 2027
Interim Dividend 2021‑22 January 19, 2022 February 15, 2022 February 24, 2028
Final Dividend 2021-22 September 14, 2022 September 29, 2022 October 18, 2029
Interim Dividend 2022-23 January 17, 2023 February 15, 2023 February 20, 2030
Guidelines for Investors to file claim in respect of the the Members have any queries on the subject matter and the
unclaimed dividend or shares transferred to the IEPF Rules, they may contact the Company’s RTA.
Pursuant to the provisions of Sections 124 and 125 of the Act
and the Investor Education and Protection Fund Authority Disclosures with respect to Demat Suspense Account /
(Accounting, Audit, Transfer and Refund) Rules, 2016, and Unclaimed Suspense Account
amendments made thereunder all the concerned shares in The Company does not have any demat Suspense Account,
respect of which dividend had not been claimed or remained therefore as on March 31, 2023, there are no outstanding
unpaid for 7 (seven) consecutive years or more had been shares credited / lying in the demat suspense account /
transferred by the Company to the Investor Education and unclaimed suspense account.
Protection Fund Authority (“IEPF Authority”) in their Demat
Account. Members are advised to follow the procedures / Pending Investor Grievances
guidelines stated as follows to claim the dividend and share Any Member / Investor, whose grievance has not
from the IEPF Authority: been resolved satisfactorily, may kindly write to the
- Login to the website of MCA at https://www.mca.gov. Company Secretary at the Registered (or email at
in/ content/mca/global/en/home.html and click on investor_ grievances@mastek.com) with a copy of the
‘Investor Relations’ tab under ‘MCA Services’ section earlier correspondences and relevant supporting’s for
for filing the web-based form IEPF-5 for the refund of quick resolution.
dividend / shares. Read the instructions provided on the
website / instruction kit carefully before filling the form. Reconciliation of Share Capital Audit
As required under Regulation 76 of the SEBI (Depositories
- Submit the duly filled form by following the instructions
and Participants) Regulation, 1996 as amended, quarterly
given on the website. On successful uploading, an
audit of the Company’s share capital is being carried out
acknowledgement will be generated indicating the SRN.
by Independent Company Secretary in Practice with a view
Please note down the SRN details for future tracking of
to reconcile the total Share capital admitted with National
the form.
Securities Depository Limited (NSDL) and Central Depository
- Take a print out of the duly filled Form No. IEPF-5 and Services (India) Limited (CDSL) and held in physical form,
the acknowledgement issued after uploading the form. with the issued and listed capital. The Certificate in regard to
the same has been submitted to BSE Limited and the National
- Submit an indemnity bond in an original, copy of the
Stock Exchange of India Limited and is also placed before the
acknowledgement and self‑attested copy of the Form,
Board of Directors.
along with other documents as mentioned in the Form
No. IEPF-5 to the Nodal Officer (IEPF) of the Company
Payment of Dividend through Automated Clearing House
at its Registered Office in an envelope marked ‘Claim
for a refund from IEPF Authority / Claim for shares from The Company provides the facility for direct credit of the
IEPF’ as the case may be. Kindly note that submission of dividend to the Members’ Bank Account. The SEBI Listing
documents to the Company is necessary to initiate the Regulations also mandate Companies to credit the dividend
refund process. to the Members electronically. Members are therefore urged
to avail of this facility to ensure safe and speedy credit of
- Form IEPF-5 completed in all respects will be verified by their dividend into their Bank account through the Banks’
the Company and on the basis of Company’s Verification “Automated Clearing House” mode. Members who hold shares
Report, refund will be released by the IEPF Authority in Demat mode should inform their Depository Participant,
in favour of claimants’ Aadhaar linked bank account whereas Members holding shares in physical form should
through electronic transfer and / or the shares shall be inform the Company / RTA about their core banking account
credited to the Demat account of the claimant, as the details allotted to them by their bankers. In cases where the
case may be. core banking details are not available with the Company,
The Nodal Officer of the Company for the IEPF refunds then the Company will issue a demand draft mentioning
process is Mr. Dinesh Kalani, Vice President – Group the registered address / bank details to the concerned
Company Secretary, and the e-mail id of the Nodal Officer is Members. Any further processing of unpaid dividend amount
Investor_grievances@mastek.com. will be credited in electronic mode only, after updating the
necessary bank details of the Member.
The List of concerned shares already transferred to demat
account of the IEPF Authority is also available on the website Green Initiatives for sending a communication
of the Company at weblink https://www.mastek.com/
The Company sent a communication through Annual Report
investor‑information. E‑mail reminders will be sent to the
to all the Members requesting them to give their e‑mail ID’s
Members who have not claimed their dividends and whose
to the Company / RTA (for physical shares held) and their
shares are due to be transferred to IEPF in accordance with
Depository Participants (DPs), so that Annual report and
provisions of the Act and IEPF Rules made thereunder. In case
other communications can be sent electronically to all the
Mastek Limited
Members. Members, who have so far not informed the E‑mail ID’s to their DP’s, are requested to do the same in the interest
of environment.
Shareholding Pattern as at March 31:
Sr. 2023 2022

Category
No. No. of Shares % of Holding No. of Shares % of Holding
1. Promoters / Promoters Group* 11,218,275 36.75 11,197,436 37.30

3. FII’s 4,011,249 13.14 1,986,132 6.62
4. Bodies Corporate (Indian / Overseas) 650,082 2.13 619,942 2.06
5. Resident Individuals / HUF 10,674,080 34.97 13,540,777 45.11
6. NRIs / Foreign Nationals 2,408,442 7.89 578,227 1.93
7. Investor Education and Protection Fund Authority (IEPF) 74,900 0.25 75,103 0.25
Total 30,524,827 100 30,018,021 100
* Promoters / Promoters Group shareholding % has been reduced mainly due to issuance of shares under preferential allotment and ESOP plans.
Dematerialisation of Shares
Details of Shares held in Physical & Electronic Mode

The Company has established connectivity with Central Depository Services (India) Limited and National Securities Depository
Limited for dematerialisation of shares and the same are available in electronic segment under ISIN: INE759A01021. Equity
Shares representing about 99.68% of total equity share capital are dematerialised as on March 31, 2023.
Status of Shares - Physical versus Electronic mode

As on Date
Physical Electronic Total
March 31, 2023 96,809 (0.32%) 30,428,018 (99.68%) 30,524,827

March 31, 2022 110,720 (0.37%) 29,907,301 (99.63%) 30,018,021
SEBI vide its Circular No. SEBI/LAD‑NRO/GN/2018/24 dated June 8, 2018, amended Regulation 40 of the SEBI Listing
Regulations pursuant to which after April 1, 2019, transfer of securities cannot be processed unless the securities are held in
the dematerialised form with a depository.
List of Members other than Promoters holding more than 1% shareholding as of March 31, 2023:
Sr.
Name of the Members No. of Shares % of Holding
No.
1. Smallcap World Fund, Inc. 2,403,500 7.87
2. Umang Nahata 1,655,840 5.42
3. Ummed Nahata 1,273,849 4.17
4. Rakesh Raman 1,226,813 4.02
5. Abakkus Growth Fund‑1 497,090 1.63
6. Abakkus Emerging Opportunities Fund‑1 489,599 1.60
Outstanding GDRs / ADRs / Warrants or any Convertible Instruments

There are no outstanding GDRs / ADRs / Warrants except the Stock Options granted to the Employees of the Company and its
Subsidiaries. However, the outstanding ESOP Options after vesting, when exercised, shall increase the Equity Share Capital of
the Company to that extent.
Development Centres
In view of the nature of the Company’s business viz. Information Technology (IT) Services, the Company operates from various
offices in India and abroad. The Company has Software Development Centres at Mumbai and Chennai. The full address of the
Company’s centres / offices is available elsewhere in the Annual Report.
Commodity Price Risk or Foreign Exchange Risk and Hedging Activities

The Company is exposed to foreign exchange risk on account of import and export transactions entered. The Company is
proactively mitigating these risks by entering into commensurate hedging transactions with banks as per applicable guidelines
and group risk management instructions. Please refer to notes to the Financial Statements in this regard. The Company does
not have any hedged exposure through Commodity derivatives. The Company does not deal in commodities and hence the
disclosure pursuant to SEBI Circular dated November 15, 2018, is not required to be given for commodity hedging activities.
History of Issue of Equity Shares

Particulars / Financial Year No. of shares of Face value
Prior to the Initial Public offer 2,397,000 shares of ` 10 each
Initial Public Offer in December 1992 603,000 shares of ` 10 each
Issued under Employees’ Stock Option Plan till 1995 56,640 shares of ` 10 each
Second Public Offer in March 1996 400,000 shares of ` 10 each
Bonus Shares issued in January 2000 (1:1) 3,456,640 shares of ` 10 each
Adjusted the above in view of the Sub‑Division of shares of ` 10 each into two shares of ` 5 each in 13,826,560 shares of ` 5 each
November 2000
Issued under Employees’ Stock Option Plans in Financial Years
2000‑01 57,083 shares of ` 5 each
2001‑02 85,396 shares of ` 5 each
2002‑03 144,882 shares of ` 5 each
Buy‑Back and Extinguishment of shares in Financial Year 2003‑04 300,898 shares of ` 5 each
Issued under Employees’ Stock Option Plans in Financial Year 2003‑04 66,913 shares of ` 5 each
Issued under Employees’ Stock Option Plans in Financial Years 2004‑05 88,412 shares of ` 5 each
Bonus Shares issued in April 2006 (1:1) 14,054,594 shares of ` 5 each
2005‑06 213,642 shares of ` 5 each
2006‑07 326,547 shares of ` 5 each
2007‑08 76,115 shares of ` 5 each
2009‑10 44,443 shares of ` 5 each
2010‑11 7,250 shares of ` 5 each
2011‑12 75,000 shares of ` 5 each
Buy‑Back and Extinguishment of shares in Financial Year 2012‑13 2,388,000 shares of ` 5 each
Buy‑Back and Extinguishment of shares in Financial Year 2013‑14 2,484,007 shares of ` 5 each
2014‑15 385,992 shares of ` 5 each
2015‑16 450,602 shares of ` 5 each
2016‑17 380,259 shares of ` 5 each
2017‑18 314,523 shares of ` 5 each
2018‑19 280,747 shares of ` 5 each
2019‑20 316,669 shares of ` 5 each
2020‑21 943,417 shares of ` 5 each
2021‑22 295,083 shares of ` 5 each
Issued under Scheme of Arrangement Financial Year 2021‑22 4,235,294 Shares of ` 5 each
Issued under Preferential Allotment Financial Year 2021‑22 254,755 shares of ` 5 each
Issued under Employees’ Stock Option Plans in Financial Year 2022-23 186,054 shares of ` 5 each
Issued under Preferential Allotment Financial Year 2022‑23 320,752 shares of ` 5 each
Mastek Limited
Investor Information
Company Overview
Mastek (NSE: MASTEK; BSE: 523704), is a turnkey and trusted digital engineering and Cloud transformation partner that
delivers Innovative solutions and business outcomes for clients in Healthcare & Life Sciences, Retail, Manufacturing, Financial
Services, Government/Public Sector, etc. It enables customer success and de-complexes digital for enterprises by enabling
them to unlock the power of data, modernise applications to the Cloud, and accelerate digital advantage. A preferred Oracle
partner with a strong pool of 2000+ Oracle experts and 100+ industry-specific solutions, Mastek delivers the right-fit solutions
to more than 1500 clients globally, leveraging its Glide framework for a seamless transition to the Cloud. Mastek’s ~6000
strong workforce operates out of 40+ countries (in the UK, Americas, Europe, Middle East, and APAC) to deliver business value
with velocity. MST Solutions, a Mastek company, is a Summit-level Salesforce consulting partner trusted by several Fortune
1000 enterprise clients.
For more information and past results & conference calls / audio recordings / transcripts, please visit the web site of the
Company at www.mastek.com.
Credit Rating
The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations.
During the year under review, ICRA Limited, a Credit Rating Agency, had assigned / reaffirmed the following rating:
Instrument Rating Received
Long - term Fund-based - Cash Credit [ICRA]AA-(Stable) reaffirmed / assigned

Long - term Non-fund based Facility – SBLC [ICRA]AA-(Stable) assigned
Short - term Non-fund based -Working Capital [ICRA]A1+ reaffirmed
Long - term / Short–term - fund based / Non-fund based [ICRA]AA-(Stable) / [ICRA]A1+ reaffirmed
Compliance Officer of the Company / Address for Correspondence

Name Dinesh Kalani, Vice President – Group Company Secretary
Address for correspondence Mastek Limited, #106/107, SDF‑IV, SEEPZ, Andheri (East), Mumbai ‑ 400 096
Phone No: + 91‑22‑6722‑4200
E‑mail investor_grievances@mastek.com
“Annexure A” to Report on Corporate Governance
Declaration regarding Compliance with the Code of Conduct of the

Company by Board of Directors and Senior Managerial Personnel
To the Members of Mastek Limited,
In terms of Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and based on the
affirmations provided by the Board of Directors and Senior Managerial Personnel of the Company to whom the Code of
Conduct is made applicable, I declare that the Board of Directors and Senior Managerial Personnel have affirmed compliance
with the Code of Conduct of the Company for the Financial Year ended March 31, 2023.
Yours faithfully,
Ashank Desai
Chairman
(DIN: 00017767)

Place: Mumbai
Mastek Limited
“Annexure B” to Report on Corporate Governance
Chairman and Global Chief Financial Officer Certification
We the undersigned, in our respective capacities as Chairman and Global Chief Financial Officer of Mastek Limited (“the
Company”) to the best of our knowledge and belief, certify that:
1. We have reviewed financial statements and the cash flow statement for the Financial Year ended March 31, 2023, and to
the best of our knowledge and belief, we state that:
a) these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
b) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, laws, and regulations.
2. We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company
during the year which are fraudulent, illegal, or which violate the Company’s Code of Conduct.
3. We hereby declare that all Board of Directors and Senior Managerial Personnel have confirmed compliance with the Code
of Conduct as adopted by the Company.
4. We are responsible for establishing and maintaining Internal Controls for financial reporting and that we have evaluated
the effectiveness of Internal Control Systems of the Company pertaining to financial reporting of the Company and have
disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of
which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
5. We have indicated, based on our most recent evaluation, wherever applicable, to the Auditors and the Audit Committee:
a) significant changes, if any, in internal controls over financial reporting during the year;
b) significant changes, if any, in the accounting policies during the year and that the same has been disclosed in the
notes to the financial statements; and
c) instances of significant fraud of which we have become aware and the involvement therein, if any, of
the management or an employee having a significant role in the Company’s internal control system over
financial reporting.
This certificate is being given to the Board pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Yours faithfully,
Ashank Desai Arun Agarwal

Chairman Global Chief Financial Officer
(DIN: 00017767)

Place: Mumbai
“Annexure C” to Report on Corporate Governance
Certificate on Corporate Governance
To,
The Members of Mastek Limited
804/805 President House,
Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ahmedabad, Gujarat – 380 006.
I have examined the compliance of the conditions of Corporate Governance by Mastek Limited (‘the Company’) for the
Financial Year ended March 31, 2023, as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub‑regulation (2) of
Regulation 46 and Para C, D, and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as
amended from time to time.
Compliance of the conditions of Corporate Governance is the responsibility of the Management of the Company including the
preparation and maintenance of all relevant supporting records and documents. My examination was limited to the procedures
and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate
Governance. It is neither an audit nor an expression of the opinion on the financial statements of the Company.
In my opinion and to the best of my information and according to the explanations given to me, and representations made by
the Directors and the Management, I certify that the Company, to the extent applicable, has complied with the conditions of
Corporate Governance as stipulated and is generally in compliance with the conditions of Corporate Governance as stipulated
in Regulations 17 to 27, clauses (b) to (i) of sub‑regulation (2) of Regulation 46 and Para C, D, and E of Schedule V of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015.
I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.

Prashant S Mehta
(Proprietor)
ACS No. 5814
C.P. No. 17341
UDIN: A005814E000140410
PR No.: 2354/2022

Place: Mumbai
Mastek Limited
“Annexure D” to Report on Corporate Governance
Certificate of Non-Disqualification of Directors

(Pursuant to Regulation 34(3) read with Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015)
To,
The Members Mastek Limited
804/805 President House,
Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ahmedabad, Gujarat – 380 006.
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Mastek Limited
having CIN L74140GJ1982PLC005215 and having Registered Office at 804/805 President House, Opp. C N Vidyalaya, Near
Ambawadi Circle, Ahmedabad, Gujarat - 380006 (hereinafter referred to as ‘the Company’), produced before me by the
Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub
clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications including Directors Identification Number
(DIN) status at the portal (www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its
officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended
on March 31, 2023 have been debarred or disqualified from being appointed or continuing as Director of Companies by the
Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
Sr.
Name of the Directors DIN *Date of Appointment in the Company
No.
1 S. Sandilya& 00037542 19/01/2012

2 Ashank Desai 00017767 06/06/1982
3 Priti Rao 03352049 17/01/2011
4 Atul Kanagat^ 06452489 21/01/2013
5 Rajeev Kumar Grover 00058165 28/01/2020
6 Ketan Mehta 00129188 29/12/2020
7 Suresh Vaswani# 02176528 11/12/2022
*the date of Appointment is as per the Ministry of Corporate Affairs Portal.

^ Mr. Atul Kanagat resigned w.e.f January 17, 2023.
& Mr. S. Sandilya resigned w.e.f March 3, 2023.
# Mr. Suresh Vaswani was appointed as additional Director w.e.f December 11, 2022 and his appointment was regularised through Postal ballot
process on January 11, 2023.
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management
of the Company. My responsibility is to express an opinion on these based on my verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.

Prashant S Mehta
(Proprietor)
ACS No. 5814
C.P. No. 17341

Place: Mumbai
UDIN: A005814E000140443
PR No. : 2354/2022
Business Responsibility and Corporate Statutory Financial Shareholder
Sustainability Report Overview Reports Statements Information 147
Business Responsibility and Sustainability Report

SECTION A — GENERAL DISCLOSURES
I. Company Details
1 Corporate Identity Number L74140GJ1982PLC005215

2 Name of the Listed Entity Mastek Limited
3 Year of Incorporation 1982
4 Registered Office Address 804 / 805 President House, Opposite C. N. Vidyalaya, Near
Ambawadi Circle, Ahmedabad – 380006, Gujarat.
5 Corporate Address #106, SDF IV, Seepz, Andheri (East), Mumbai - 400 096, India.
6 Email Id investor_grievances@mastek.com
7 Telephone 022- 6722 4200
8 Website www.mastek.com
9 Financial Year for which reporting is being done 2022-23
10 Name of the Stock Exchange(s) where shares are BSE Limited and National Stock Exchange of India Limited
listed
11 Paid-up Capital (in `) 15,26,24,135
12 Name and contact details (telephone, email address) Mr. Vimal Dangri
of the person who may be contacted in case of any Global Chief Legal & Compliance Officer
queries on the BRSR report investor_grievances@mastek.com
13 Reporting boundary Standalone Basis
II. Products / Services
14. Details of business activities (accounting for 90% of the turnover)

Sr.
Description of Main Activity Description of Business Activity % of Turnover of the Entity
No.
1 Information and Technology Software application development and 100%

maintenance, IT consulting and related
activities
15. Products / Services sold by the entity (accounting for 90% of the entity’s Turnover)
Sr.
Product service NIC code % of total Turnover contributed
No.
1 Computer Programming, consultancy and 62020 100%

related activities
III. Operations
16. Number of locations where plants and/or operations/offices of the entity are situated
Number of Plants Number of Offices* Total
National 12 12
Not Applicable
International 22 22
*National / International Operations are carried out by the Company through its subsidiaries.
17. Markets served by the entity:

a. Number of locations
Locations Number
National (No. of states) 5 (Five)

International (No. of countries) 15 (Fifteen)*
*International markets served by the entity includes countries in which business is done through its subsidiaries.
Mastek Limited
b. What is the contribution of exports as a percentage of the total turnover of the entity?
93%
c. A brief on types of Customers
• Private entities
• Public entities
IV. Employees
18. a. Employee & Worker Details as at the end of the Financial Year (including differently abled)
Male Female
Particulars Total (A)
No. (B) % (B/A) No. (C) % (C/A)
Employees
Permanent 1,367 845 62% 522 38%

Other than Permanent 30 21 70% 9 30%
Total 1,397 866 62% 531 38%
Workers
Permanent Nil Nil NA Nil NA
Other than Permanent 55 50 91% 5 9%
Total 55 50 91% 5 9%
b. Employee & Worker details as at the end of Financial Year (only differently abled)
Male Female
No. (B) % (B/A) No. (C) % (C/A)
Employees
Permanent 6 6 100% Nil NA

Other than Permanent Nil Nil NA Nil NA
Total 6 6 100% Nil NA
Workers
Permanent Nil Nil NA Nil NA
Other than Permanent Nil Nil NA Nil NA
Total Nil Nil NA Nil NA
19. Participation/Inclusion/Representation of women

No. of Females
No. (B) % (B/A)
Board of Directors 5 1 20%

Key Managerial Personnel 2 Nil NA
20. Turnover rate for permanent employees and workers

2022-23 2021-22 2020-21
Particulars
Male Female Total Male Female Total Male Female Total
Permanent employees 23.2% 19.4% 21.9% 13.0% 10.4% 12.0% 13.0% 10.4% 12.0%
Permanent workers 3.0% 1.3% 2.4% Nil Nil Nil Nil Nil Nil
V. Holding, Subsidiary, and Associate Companies (including Joint Ventures)
21. Names of subsidiary / associate companies

Holding/ Subsidiary/
Sr. Name of the Does the company participate in the Business
CIN Associate/ Joint % of shares held
No. company Responsibility initiatives of the parent company?
Venture
Refer to Annexure 2 to the Board’s report for information on holding / subsidiary / All subsidiaries participate in the Business
associate companies / joint ventures. Responsibility initiatives of the parent Company
VI. CSR Details
22. Whether CSR is applicable as per section 135 Yes

Turnover (`) 3,13,38,59,278
Net-worth (`) 7,42,73,36,615
VII. Transparency and Disclosure Compliances
23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible
Business Conduct:
Current Financial Year Previous Financial Year
Grievance Redressal Number of Number of
Stakeholder group from Mechanism in Place (Yes/ Number of complaints Number of complaints
whom the complaint is No) (If yes, then provide complaints pending complaints pending
received web link for grievance Remarks Remarks
filed during resolution at filed during resolution at
redress policy) the year close of the the year close of the
year year
Communities Nil Nil - Nil Nil -

Investors (other than Nil Nil - Nil Nil -
shareholders)
Shareholders For details on investor complaints received and resolved, refer to the ‘Investor
https://www.mastek.
complaints’ available in the corporate governance report of this Annual Report.
com/investors-
Value Chain Partner corporate- governance/ Nil Nil - Nil Nil -
Employees and workers Nil Nil - Nil Nil -
Customers Nil Nil - Nil Nil -
Other – please specify Nil Nil - Nil Nil -
24. Overview of the entity’s material responsible business conduct issues.

(Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social
matters that present a risk or an opportunity to your business, rationale for identifying the same, and approach to adapt
or mitigate the risk along with its financial implications, as per the following format)
Indicate
Sr. Material issue Rationale for identifying Financial implications of
whether risk or In case of risk, approach to adapt or mitigate
No. identified the risk / opportunity the risk or opportunity
opportunity (R/O)
1 Aged Building Risk Few identified offices Company is limiting and/ or reducing the Negative implications
of the Company are risk probability by continuing analysing as any single event
situated in buildings unsafe areas within the building, monitoring may cause serious
that are more than 30 the movement of material and individuals, injury to an individual.
years old posing health institutionalising multiple exit paths, and
and safety risk to enabling effective response strategy in case
employees and third of a mishap. Company is in constant touch
parties visiting these with building owner who is a Government
offices. authority to carry out structural repairs and
maintenance work in the building.
2 Skill availability Risk, Growing market with Company continues to evolve ways to Positive as a broader
and retention Opportunity newer business models engage and cross-skill or upskill individuals talent pool can be
require specific in emerging technologies and skills that tapped. Negative
skills with lesser are in demand or may potentially come in owing to increase in
lead time. This gets demand given the evolving business models choices available to
further challenging and customer needs. Company understands an individual in the
as the organisations the needs of newer generation and strives market.
are adopting remote to offer a work culture that excites
or hybrid ways of and provides greater autonomy and
working. At the empowerment.
same time, this is an For more details, please read ‘Unlocking
opportunity to source our People Value’ in Management’s
talent from newer Discussion and Analysis Report.
locations not tried
before, opening up
a much wider talent
landscape.
Mastek Limited
Indicate
Sr. Material issue Rationale for identifying Financial implications of
whether risk or In case of risk, approach to adapt or mitigate
No. identified the risk / opportunity the risk or opportunity
opportunity (R/O)
3 Cyber Security Risk, Covid-19 pandemic Company continues to maintain systems and Positive implications
and Privacy Opportunity forced the industry processes that reduce the probability of a as strong cyber
incidents to adopt and allow threat occurring by applying Zero Trust security and privacy
its workforce to work Security framework. We have attested on framework instils
remotely, which ISO 27001 by independent firm and are confidence/ trust in
expose the Company, compliant with SSAE 18 SOC 1 and SOC 2. our clients. Negative
its network and These systems and processes are monitored implications in case
systems to the risk of internally and externally and benchmarked of an unauthorised
cyber security threats. against best industry practices. breach.
As per the General Data Protection
Regulation, its not mandatory to appoint a
Data Protection Officer (DPO) for our size of
business, however, Company still
appointed a DPO in 2020 itself to ensure
data privacy remains our key priority.
Company is conscious of its obligations both
as a controller and processor of data.
SECTION B — MANAGEMENT AND PROCESS DISCLOSURES

This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting
the NGRBC Principles and Core Elements.
The National Guidelines for Responsible Business Conduct (NGRBC) as prescribed by the Ministry of Corporate Affairs advocates
nine principles referred to as P1-P9 as given below:
P1 Businesses should conduct and govern themselves with integrity in a manner that is ethical, transparent, and accountable
P2 Businesses should provide goods and services in a manner that is sustainable and safe
P3 Businesses should respect and promote the well-being of all employees, including those in their value chains
P4 Businesses should respect the interests of and be responsive towards all its stakeholders
P5 Businesses should respect and promote human rights
P6 Businesses should respect, protect and make efforts to restore the environment
P7 Businesses when engaging in influencing public and regulatory policy should do so in a manner that is responsible and Transparent
P8 Businesses should promote inclusive growth and equitable development
P9 Businesses should engage with and provide value to their consumers in a responsible manner
Sr.
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1 a. Whether your entity’s policy/policies Y Y Y Y Y Y N Y Y

cover each principle and its core elements
of the NGRBCs. (Yes/No)
Company engages with various industry bodies in reviewing and making
recommendations as part of joint industry effort, as and when such views are sought
by the Government in multiple areas covering technology, bi-lateral trade relations
with other countries, and labor.
b. Has the policy been approved by the Y Y Y Y Y Y N Y Y
Board? (Yes/No)
c. Web Link of the Policies, if available https://www.mastek.com/investors-corporate-governance/
2 Whether the entity has translated the Y Y Y Y Y Y N Y Y

policy into procedures. (Yes / No)
3 Do the enlisted policies extend to your Y Y Y Y Y Y N Y Y
value chain partners? (Yes/No)
4 Name of the national and international ISO 9001 and OHSAS 18001:2007. ISO 20000, Zero Trust Security Framework, SSAE 18
codes/certifications/labels/ standards SOC 1 and SOC 2, CSR disclosures pursuant to Section 135 of the Companies Act, 2013
(e.g. Forest Stewardship Council, read with Companies (Corporate Social Responsibility Policy) Rules,
Fairtrade, Rainforest Alliance, Trustee) 2014, as amended, United Nations Sustainable Development Goals (UNSDG), ILO
standards (e.g. SA 8000, OHSAS, ISO, BIS) Declaration on Fundamental Principles and Rights at Work, UN Guiding Principles on
adopted by your entity and mapped to Business and Human Rights, Principles of Corporate Governance.
each principle.
Sr.
No.
5 Specific commitments, goals and targets The Company is in the process of measuring the carbon emissions for all its offices
set by the entity with defined timelines, globally. While this assessment is complete for our office in the UK, it will be
if any. completed for all other locations in FY23-24.
6 Performance of the entity against the Overall, the Company has committed itself to the following goals:
specific commitments, goals and targets • Achieve carbon neutrality by FY25 followed by Net-Zero Emissions by FY40
along-with reasons in case the same are • Achieve gender diversity at 40% by FY26
not met.
• Touch a million lives through CSR programmes by FY26
• Achieve 25% SROI (Social Return on Investment)
These are further covered in detail at https://www.mastek.com/esg/
Governance, leadership and oversight
7 Statement by director responsible for Mastek remains deeply invested in Environment (E), Social (S), and Governance (G), the
the Business Responsibility Report, three pillars of the Sustainability Framework. Board independence and governance,
highlighting ESG related challenges, ethical business conduct, shareholder transparency, etc., which form key attributes
targets and achievements (Listed entity under G, have been Mastek’s hallmark since its listing in 1982. Mastek Foundation
has flexibility regarding the placement of for CSR, another key aspect under S, was established with the goal of “Informed
this disclosure) Giving, Responsible Receiving” more than two decades ago. We have been consistently
working towards reducing waste, efficient water and energy usage as part of E for
many years.
With this solid background, onboarding ESG and incorporating benchmark metrics
was the natural next step. Mastek’s Sustainability Framework adopts and aligns with
United Nation’s five SDGs (Sustainable Development Goals) i.e., Quality Education in
the communities it engages (SDG 4), promoting Gender Equality amongst its workforce
(SDG 5), provide Clean Water and Sanitation Facilities (SDG 6), provide Decent Work
and Economic Growth (SDG 8) and Climate Action (SDG 13). We are progressing well on
CSR, covering various initiatives, including granting financial aid to at least 10 charity
organisations across 5 states in India, benefitting 47000 individuals and 150 birds/
animals. We organise a quarterly Gratitude is Attitude event, bringing together all
employees and charities to present themselves with donations from the employees.
Gratitude is Attitude saw 40% participation from Mastekeers in India. Under Social
Value in the UK, Mastek supported a number of bootcamps, and hosted multiple events
for disadvantaged individuals to help them in various ways, including a CV workshop,
recruitment, or a discovery day at our offices. Carbon Net-Zero Emissions assessment
and benchmarking were undertaken for the UK office. We have committed to being
Net Zero by 2030 in the UK. We are already offsetting 100% of carbon emissions in
the UK as of 2022. Our offices in India are accredited with ISO 14001 – Environment
Management System and ISO 45001 – Occupational Health & Safety Management
System. There has been a drastic reduction in electricity consumption, total GHG
emissions, and water consumption. We have partnered with One Tree Planted, a not-
for-profit NGO and the official partner of the United Nations Decade on Ecosystem
Restoration, to boost the environmental agenda and occasionally ensure employee
engagement through their services.
Ashank Desai
Chairman
8 Details of the highest authority The following people of highest authority shall be responsible for the implementation
responsible for implementation and and oversight of the Business Responsibility policy:
oversight of the Business Responsibility Sr.
policy (ies) Name of person Designation DIN / Employee Id
No.
1 Mr. Ashank Desai Chairman DIN-00017767

2 Mr. Hiral Chandarana Group CEO Employee Id - 83030
9 Does the entity have a specified Yes; Board, Audit Committee, Nomination and Remuneration Committee, CSR
Committee of the Board/ Director Committee and Risk Management & Governance Committee take decisions related to
responsible for decision making on various aspects of Environment, Social and Governance.
sustainability related issues? If yes,
provide details
Mastek Limited
10. Details of Review of NGRBCs by the Company

Sr.
No.
Performance against above policies and follow up action

a Indicate whether review was Board Board Board Board Board Board NA Board Board
undertaken by Director / Committee Commit‑ Commit‑ Commit‑ Commit‑ Commit‑
of the Board/ Any other Committee tee tee tee tee tee
Frequency (Annually / Half yearly Quarterly Quarterly Annually Annually Quarterly Quarterly NA Need Need
/ Quarterly / Any other – please based based
specify)
b Compliance with statutory Status of compliance with all applicable statutory requirements is reviewed on-a quarterly
requirements of relevance to the basis by the Board. Quarterly Compliance Certificate on applicable laws is provided by
principles, and, rectification of any respective department heads and placed before the Board by the Company Secretary.
non- compliances
11. Has the company carried out All policies are evaluated/ reviewed internally at defined intervals. Certain identified
independent assessment/ evaluation of policies/ procedures like anti bribery, privacy, cyber security, health & safety are
the working of this policy by an internal reviewed by third parties on a periodic basis. Ernst & Young was engaged by the Company
or external agency? to help establish the ESG framework and also carry out a risk assessment of its Privacy
framework. Company engages KPMG for independent checks on its Cyber Security
framework. The Company continues to sustain its commitment to the highest levels of
quality, superior service management, robust information security practices and mature
business continuity management.
12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the Principles NA NA NA NA NA NA NA NA NA

material to its business (Yes/No)
The entity is not at a stage where it is in a position NA NA NA NA NA NA Yes* NA NA
to formulate and implement the policies on
specified principles (Yes/No)
The entity does not have the financial or/human NA NA NA NA NA NA NA NA NA
and technical resources available for the task (Yes/
No)
It is planned to be done in the next Financial Year NA NA NA NA NA NA NA NA NA
(Yes/No)
Any other reason None
* Company engages with various industry bodies in reviewing and making recommendations as part of joint industry effort, as and when such views
are sought by the Government in multiple areas covering technology, bi-lateral trade relations with other countries, and labor.
SECTION C — PRINCIPLE-WISE PERFORMANCE DISCLOSURE

This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements
with key processes and decisions. The information sought is categorised as “Essential” and “Leadership”. While the essential
indicators are expected to be disclosed by every entity that is mandated to file this report, the leadership indicators may be
voluntarily disclosed by entities that aspire to progress to a higher level in their quest to be socially, environmentally, and
ethically responsible.
Principle 1 - Businesses should conduct and govern themselves with integrity, and in a manner that is ethical,
transparent and accountable.
ESSENTIAL INDICATORS
1. Percentage coverage by training and awareness programmes on any or all the Principles in the Financial Year
Total number of
Topics / principles covered under the % age of persons in respective category
Segment training and awareness
training and its impact covered by the awareness programmes
programmes held
Board of Directors NA NA NA
Key Managerial Personnels 4 POSH, Anti Bribery, GDPR, Information 99%
Security
Employees other than BoD and KMPs 4 POSH, Anti Bribery, GDPR, Information 99.6%
Security
Workers 4 POSH, Anti Bribery, GDPR, Information 100%
Security
2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings
(by the entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the
Financial Year , in the following format (Note: the entity shall make disclosures on the basis of materiality
as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as
disclosed on the entity’s website):
Adjudicating Brief of the Has an appeal been
Particulars NGRBC Principle Amount (In INR)
Authority Judgement/Award preferred?
Monetary NA
Penalty/Punishment/Fine None None Nil None None
Award None None Nil None None
Computing fee None None Nil None None
Non-monetary
Imprisonment None None Nil None None
Punishment None None Nil None None
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where
monetary or non-monetary action has been appealed – NA
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available,
provide a web-link to the policy.
Yes. Company has zero tolerance to any form of bribery or corruption and is committed to acting professionally, fairly,
and with integrity in all its business dealings. All individuals, whether employee or third parties engaged in the business
of the Company, are required to comply with the policy. These policies set out in detail the behavior expected of our
employees, contractors, agents and suppliers and what should one do if confronted with an instance of corruption or
bribery. Company expects all individuals associated with the business of the Company to embrace these policies and
inculcate its principles within their day-to-day work.
Our Code of Business Conduct and Ethics, Anti Bribery and Gifts & Entertainment policies are compliant with relevant
and applicable laws of India, US and UK. The policies are available on the company website at: https://www.mastek.com/
investors-corporate-governance/
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
enforcement agency for the charges of bribery/ corruption - None
6. Details of complaints with regards to conflict of interest – None
7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by
regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest – NA
LEADERSHIP INDICATORS
8. Awareness programmes conducted for value chain partners on any of the Principles during the Financial Year –
Not Applicable
9. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board?
(Yes/ No) If Yes, provide details of the same – Yes. The Company receives an annual declaration (including changes
from time to time) from its Board members and KMPs / SMPs on the entities they are interested in and ensures
requisite disclosure, if any, as required under the statute as well as the Company’s policies are in place before
transacting with such entities / individuals.
Principle 2 - Businesses should provide goods and services in a manner that is sustainable and safe.
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the
environmental and social impacts of product and processes to total R&D and capex investments made by the
entity, respectively.
Particulars Current Financial Year Previous Financial Year Details of improvements in environmental and social impacts
R&D NA NA NA
Capex 10% 43% Newer models of Laptop and Air Conditioners are purchased
and installed to replace the older models.
Mastek Limited
2. Does the entity have procedures in place for sustainable sourcing? If yes, what percentage of inputs were
sourced sustainably?
Most of our operational sourcing is local, which reduces time, cost and efforts in procurement. We require our suppliers
to abide by our Sustainable Procurement Guidelines and other matters such as anti-bribery, no child labour employment,
no modern slavery, anti-harassment, etc.
3. Describe the processes in place to safely reclaim your products for reusing, recycling, and disposing at the end of
life, for (a) Plastics (b) E-waste (c) Hazardous waste (d) Other waste
Not Applicable. Mastek is in the digital service business; it does not manufacture products. However, E-waste and
hazardous waste is disposed-off through Pollution Control Board approved vendor.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities. If yes, whether the waste
collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control
Boards? If not, provide steps taken to address the same.
Not Applicable as Mastek is in the digital service business, it does not manufacture products.
5. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing
industry) or for its services (for service industry)? If yes, provide details in the following format? – Company
monitors emissions from its facilities, usage of water in its offices and follows strict waste disposal guidelines as part
of its operations on a continuous basis. For its services, Company assesses its performance by applying industry-leading
service delivery metrics ensuring highly efficient process outcomes.
6. If there are any significant social or environmental concerns and/or risks arising from production or disposal of
your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other
means, briefly describe the same along with action taken to mitigate the same – Nil.
7. Percentage of recycled or reused input material to total material (by value) used in production (for
manufacturing industry) or providing services (for service industry) – Not Applicable. The Company encourages all
its suppliers to commit to sustainable procurement practices including supply of recycled or reused input material.
8. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled,
and safely disposed, as per the following format
Particulars Safely Safely
Collected Re-Used Recycled Collected Re-Used Recycled
Disposed Disposed
Plastics (including NA NA NA NA NA NA NA NA
packaging)
E-waste Nil Nil Nil 2.6 Nil Nil Nil 4.6
Hazardous waste NA NA NA NA NA NA NA NA
Other waste Nil Nil Nil 0.7 Nil Nil Nil 0.5
9. Reclaimed products and their packaging materials (as percentage of products sold) for each product category –
NA
Principle 3 - Businesses should respect and promote the well-being of all employees, including those in their value
chains.
1. A. Details of measures for the well-being of employees
% of employees covered by
Category Total Health Insurance Accident Insurance Maternity Benefits Paternity Benefits Day Care Facilities
No. % No. % No. % No. % No. %
Permanent
Male 845 845 100% 845 100% NA NA 845 100% 845 100%
Female 522 522 100% 522 100% 522 100% NA NA 522 100%
Total 1,367 1,367 100% 1,367 100% 522 100% 845 100% 1,367 100%
Other than Permanent
(Contractual)
Male 29 Nil NA Nil NA Nil NA Nil NA Nil NA
Female 51 Nil NA Nil NA Nil NA Nil NA Nil NA
Total 80 Nil NA Nil NA Nil NA Nil NA Nil NA
B. Details of measures for the well-being of workers – Company has ensured that workers have the same level of access
to the facilities in its offices as its employees. Further, Company requires the supplier organisations to adhere to laws
and rules that ensure health benefits to its employees.
2. Details of retirement benefits, for Current Financial Year and Previous Financial Year
Benefits No. of employees No. of workers Deducted and No. of employees No. of workers Deducted and
covered as a % of covered as a % of deposited with the covered as a % of covered as a % of deposited with the
total employees total workers authority (Y/N/N.A.) total employees total workers authority (Y/N/N.A.)
PF 100% 95% Yes 100% 95% Yes

Gratuity 100% Nil NA 100% Nil NA
ESI Nil Nil NA 1% 73% Yes
3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the
requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by
the entity in this regard
The Company’s main delivery center at Mahape, Navi Mumbai has features that enable access of the office and its
amenities to differently abled employees and workers. The company is taking steps to build such features across all
its offices.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016. If so,
provide a web-link to the policy
The Company is an equal opportunity employer and the policy statement finds place in our employee Code of Business
Conduct and Ethics Policy. The same can be accessed through the weblink https://www.mastek.com/investors-corporate-
governance/
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Permanent employees Permanent workers
Gender
Return to work rate Retention rate Return to work rate Retention rate
Male 100% NA NA NA
Female 100% NA NA NA
Total 100% NA NA NA
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and
workers? If yes, please name the mechanism
Details of Mechanism available
Permanent Workers Company strongly believes in equal opportunity principles and ensures there is no discrimination at any stage of
the business or operations of the Company. Employees and workers can reach out to their reporting managers
to redress their grievances in accordance with Company’s Code of Business Conduct and Ethics. Further,
Workers
Internal Complaints Committee is accessible via email and phone to all including visitors to seek redressal in
Permanent Employees case of sexual harassment as per the provisions of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. In addition, all employees, workers, suppliers, consultants, and third
parties have access to whistleblower@mastek.com to raise complaints in line with Company’s whistleblower
Employees
policy available at https://www.mastek.com/investors-corporate-governance/
7. Membership of employees and worker in association(s) or Unions recognised by the listed entity – Company
respects rights of each employee and does not restrain any action that is sought by its employees or workers to seek
collective representation in accordance with local laws.
8. Details of training to employees and workers (% to total no. of employees/workers in the category)
On Health and On Health and
Category On skill upgradation On skill upgradation
Total safety measures Total safety measures
No. % No. % No. % No. %
Employees
Male 845 Nil Nil 615 73% 876 Nil Nil 610 70%
Female 522 Nil Nil 408 75% 540 Nil Nil 400 74%
Total 1,367 Nil Nil 1,023 71% 1,416 Nil Nil 1,010 71%
Workers
Male 50 50 100% Nil Nil 43 43 100% Nil Nil
Female 5 5 100% Nil Nil 4 4 100% Nil Nil
Total 55 55 100% Nil Nil 47 47 100% Nil Nil
Mastek Limited
9. Details of performance and career development reviews of employees and worker

Category
Total (A) No. (B) % (B/A) Total (A) No. (B) % (B/A)
Employees
Male 845 845 100% 876 876 100%
Female 522 522 100% 540 540 100%
Total 1,367 1,367 100% 1,416 1,416 100%
Workers
Male NA NA Nil NA NA Nil
Female NA NA Nil NA NA Nil
Total NA NA Nil NA NA Nil
10. Health and safety management system

1 Whether an occupational health Yes. Company understands its obligations around occupational hazards and has always prioritised
and safety management system actions towards health and safety of its employees, workers and all individuals engaged in its
has been implemented by the business. Three out of six offices employing more than 80% of the employee and worker population
entity India are accredited to OHSAS 45001 standard. In addition, Company carries out multiple events to
raise awareness around emotional and physical well-being, lifestyle diseases, safety, etc. Company
also conducts regular doctor consultation sessions for its employees and families. Company
sponsored Covid-19 vaccination for all its employees in addition to enabling a relaxed leave policy
to allow recovery from Covid-19 illness.
2 What are the processes used to Mastek encourages proactive counselling and reporting through defined channels available
identify work-related hazards and to employees and workers. In addition, Company conducts time-to-time employee surveys to
assess risks on a routine and non- understand the gaps in processes that address and mitigate the occupational hazards.
routine basis by the entity?
3 Whether you have processes Yes. All health & safety related concerns can be raised on helpdesk portal available to all
for workers to report the work employees and workers.
related hazards and to remove
themselves from such risks.
4 Do the employees/ worker Healthcare Insurance is provided to employees. All workers in India are mandatorily enrolled in
of the entity have access to state sponsored insurance scheme as per the provisions of the Employee State Insurance as per the
non- occupational medical and provisions of Employees’ State Insurance Act, 1948.
healthcare services?
11. Details of safety related incidents

Current Financial Current Financial
Category Category
Year Year
Lost Time Injury Frequency Rate (LTIFR) (per one million-person hours worked) Employees
Workers
Total recordable work-related injuries Employees
Workers None None
No. of fatalities Employees
Workers
High consequence work-related injury or ill-health (excluding fatalities) Employees
12. Describe the measures taken by the company to ensure a safe and healthy workplace
In line with its objective to provide a safe and healthy environment to its employees and workers, Company carries out
following actions. More details are covered in its health & safety policies.
• A comprehensive 52 week cleaning calendar for maintaining hygiene & cleanliness at workplace.
• Carrying out periodic maintenance of critical equipment like AC & Fire Equipments monitoring, second Water, Food
& Air Testing and periodic office lighting level.
• Carrying out periodic health & safety trainings of contractual staff/ workers.
• Display of safety and health related information, guidelines and do’s and don’ts for creating awareness amongst
employees and workers.
• Instituted a Health & Safety Committee to assess, monitor, control and oversee the implementation of processes
that mitigate the occupational health & safety issues.
13. Number of Complaints on the following made by employees and workers

Particulars Pending Pending
Filed during the Filed during the
resolution at the Remarks resolution at the Remarks
year year
end of year end of year
Working Conditions None None
Health & Safety
14. Assessments for the year

% of your plants and offices that were assessed (by entity or statutory authorities or third parties)
Health and safety practices 17.00%
Working Conditions 17.00%
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on
significant risks / concerns arising from assessments of health & safety practices and working and on significant
risks / concerns arising from assessments of health & safety practices and working conditions.
There were no safety-related incidents during the year. However, the Company has undertaken the following
measures proactively:
• Hazard identification & risk assessment (“HIRA”) is updated as per new standard requirements to cover additional
risks and mitigation plan.
• Tie ups with Nearby hospital to attend medical emergencies.
• Onsite vaccination camp for employees and contractual staff.
16. Does the entity extend any life insurance or any compensatory package in the event of death of employee /
workers
All employees except those covered under Employee State Insurance are covered for death in Company sponsored health
insurance scheme. Employees and workers covered under Employee State Insurance Scheme are covered for death as per
Employees’ State Insurance Act, 1948.
17. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited
by the value chain partners.
The Company ensures that all the statutory dues such as Income tax, ESIC, Provident Fund, Professional tax, GST, etc.
have been deducted and deposited on time by value chain partners. The Company also files required statutory returns
viz. GSTR, ITR, TDS returns etc. from time to time.
18. Provide the number of employees / workers having suffered high consequence work-related injury / ill-health
/ fatalities (as reported in Q11 of Essential Indicators above), who have been are rehabilitated and health /
fatalities (as reported in Q11 of Essential Indicators above), who have been are rehabilitated and placed in
suitable employment or whose family members have been placed in suitable employment placed in suitable
employment or whose family members have been placed in suitable Does the entity provide transition assistance
programs to facilitate continued employability and the management of career endings resulting from retirement
or termination of employment – None
19. Details on assessment of value chain partners – All major suppliers of the Company have their respective processes
to address the health & safety concerns of its employees.
20. Provide details of any corrective actions taken or underway to address significant risks / concerns arising
from assessments of health and safety practices and working conditions of value chain partners arising from
assessments of health and safety practices and working conditions of value chain partners
There were no incidents noted arising from assessment of health and safety practices and working conditions of value
chain partners.
Principle 4 - Businesses should respect the interests of and be responsive to all its stakeholders.
1. Describe the processes for identifying key stakeholder groups of the entity
Mastek engages with various stakeholders, to understand their needs and expectations, and to develop sustainable
engagement strategies. The key stakeholders identified in consultation with the company’s management are customers,
employees, shareholders, suppliers/ partners, governments, NGOs, and communities that Mastek engages with.
The Stakeholder interactions are through several channels including meetings, and surveys.
Mastek Limited
2. List stakeholder groups identified as key for your company and the frequency of engagement with each
stakeholder group
Channels of communication
Whether identified as (Email, SMS, Newspaper,
Stakeholder Group Vulnerable & Marginalised Pamphlets, Advertisement, Return to work rate Retention rate
Group (Yes/No) Community Meetings, Notice
Board, Website)
Investors & Shareholders No Email, Newspaper, Stock Annually / Half yearly / Investor Complaints,
exchange websites and Quarterly and as and when queries, Shareholder
Company Website required complaints, corporate
governance
Customers No Email, direct interactions, As and when required Customer needs,
Company website complaints
Employees No Email, Notice Board, As and when required Grievance redressal,
Company website, direct assignments, trainings,
interactions, intranet rewards
Value Chain & Business No Email, direct interactions Quarterly Business needs
Partners
Communities No Email, SMS, Company As and when required Looking at needs,
Website, direct interactions volunteer, donation,
support, quality checks.
3. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and
social topics or if consultation is delegated, how is feedback from such consultations environmental, and social
topics or if consultation is delegated, how is feedback from such consultations provided to the Board.
The Company has established ESG framework wherein representatives from each E, S and G consult both internal and
external stakeholders and implement necessary procedures and reporting mechanism to advance the objectives of ESG
collectively. These procedures are reviewed by the Risk Management & Governance Committee. Additionally, the CSR
Committee, the Nomination & Remuneration Committee and Audit Committee reviews the action taken under respective
pillars within the ESG framework.
Company has engaged with industry including its clients and agencies like NASSCOM to understand and align the
ESG procedures.
4. Whether stakeholder consultation is used to support the identification and management of environmental, and
social topics. If so, provide details of instances as to how the inputs received from stakeholders on these topics
were incorporated into policies and activities of the entity
Yes – The respective policies within ESG framework are updated through time-to-time consultation with stakeholder
including the client, government agencies, and through CSR channels.
5. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/
marginalised stakeholder groups – NA
Principle 5 - Businesses should respect and promote human rights.
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in
the following format for current and previous FY.
Category No. of employees No. of employees

Total / workers % Total / workers %
covered covered
Employees:
Permanent 1,367 1,367 100% 1,342 1,324 99%
Other than permanent Nil Nil NA Nil Nil NA
Total 1,367 1,367 100% 1,342 1,324 99%
Workers:
Permanent Nil Nil Nil Nil Nil Nil
Other than permanent 55 55 100% 47 47 100%
Total 55 55 100% 47 47 100%
2. Details of employees and workers in terms of minimum wages paid

More than Minimum More than Minimum

Category Equal to Minimum Wage Equal to Minimum Wage
Total Wage Total Wage
No. % No. % No. % No. %
Employees:
Permanent
Male 845 Nil Nil 845 100% 852 Nil Nil 852 100%
Female 522 Nil Nil 522 100% 498 Nil Nil 498 100%
Other than permanent
Male Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Female Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Workers:
Permanent
Male Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Female Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Other than permanent
Male 50 49 98% 1 2% 43 43 100% Nil Nil
Female 5 5 100% Nil Nil 4 4 100% Nil Nil
3. Details of remuneration/salary/wages (including differently abled)

Male Female
Stakeholder Group
No. Median remuneration/ salary/ wages of No. Median remuneration/ salary/ wages of
Board of Directors 4 Refer to Annexure 4 of Board’s Report 1 Refer to Annexure 4 of Board’s Report
Key Managerial Personnel 2 Refer to Annexure 4 of Board’s Report Nil NA
Employees other than BoD and KMP 844 8,28,755 444 6,64,230
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues
caused or contributed to by the business?
Yes – The Human Resource Department is the focal point responsible for addressing Human Rights impacts or issues
caused or contributed to by the business.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
Company has Grievance Redressal mechanism that is governed in accordance with the Code of Business Conduct and
Ethics. In addition, Company has Whistleblower mechanism to report and take remedial action on any ill practices.
6. Number of Complaints made by employees and workers – None

7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases
Company has zero tolerance to any retaliatory action of behavior. Accordingly, Company has addressed this in various
policies including the Code of Business Conduct and Ethics, the Policy on Prevention of Sexual Harassment (POSH) and
extensively in the Whistleblower Policy.
8. Do human rights requirements form part of your business agreements and contracts? Yes
9. Assessments for the year
% of your plants and offices that were assessed
(by entity or statutory authorities or third parties)
Child Labor
Forced / Involuntary labor
Sexual harassment
None
Discrimination at workplace
Wages
Others – please specify
10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
the assessments at Question above – NA
Mastek Limited
11. Details of a business process being modified / introduced as a result of addressing human rights grievances/
complaints – None
12. Details of the scope and coverage of any Human rights due-diligence conducted – None
13. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights
of Persons with Disabilities Act, 2016 Yes. Company’s main office is accessible to differently abled visitors.
Company is taking necessary actions to equip all its offices or where required moving out of offices that are not
equipped to provide access to differently abled visitors.
% of value chain partners
(by value of business done with such partners) that were assessed
Child Labor
Forced / Involuntary labor
Sexual harassment
None
Discrimination at workplace
Wages
Others – please specify
14. % of value chain partners (by value of business done with such partners) that were assessed – NA
15. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
the assessment in question 14 above – NA
Principle 6 - Businesses should respect and make efforts to protect and restore the environment.
1. Details of total energy consumption (in Joules or multiples) and energy intensity
Current Financial Previous Financial
Parameter
Year Year
Total electricity consumption (A) 5,36,03,85,600 3,872,826,000

Total fuel consumption (B)- Diesel in Ltrs. 24,49,02,840 24,67,40,760
Total fuel consumption (C)- Petrol in Ltrs. 1,77,68,780 1,64,94,792
Energy consumption through other sources [D] Nil Nil
Total energy consumption (A+B+C+D) 5,623,057,220 4,136,061,552
Energy intensity per rupee of turnover NA NA
(Total energy consumption/ turnover in rupees)
Energy intensity (optional) – the relevant metric may be selected by the entity NA NA
Note: Indicate if any, Independent evaluation done by external agencies None None
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve
and Trade (PAT) Scheme of the Government of India? If yes, disclose whether targets set under the PAT scheme
have been achieved. In case targets have not been achieved, provide the remedial action taken, if any - NA
3. Provide details of the following disclosures related to water withdrawal by source (in kiloliters)
Parameter
Year Year
(i) Surface water 17,074 18,519
(ii) Groundwater 0 0
(iii) Third party water 0 0
(iv) Seawater / desalinated water 0 0
(v) Others- Drinking Water Jars 75,000 42,000
Total volume of water withdrawal (in kilolitres) (i+ii+ii+iv+v) 17,149 18,561
Total volume of water consumption (in kilolitres) Nil Nil
Water intensity per rupee of turnover (Water consumed / turnover) Nil Nil
Water intensity (optional) – the relevant metric may be selected by the entity Nil Nil
Note: Indicate if any, Independent assessment / evaluation / assurance has been carried out by an None None
external agency
4. Has the entity implemented a mechanism for Zero Liquid Discharge? – No

5. Please provide details of air emissions (other than GHG emissions) by the entity
Parameter Unit
Year Year
NOx mg/m3 21.3 3.28

SOx mg/m3 12.84 1.41
Particulate matter (PM) mg/Nm3 39.61 26.12
Persistent organic pollutants (POP) - Nil Nil
Volatile organic compounds (VOC) - Nil Nil
Hazardous air pollutants (HAP) - Nil Nil
Others – please specify CO Ppm 43.08 1.09
Note: Indicate if any, Independent assessment / evaluation / assurance has been YES - DG stack None
carried out by an external agency emission sample
is checked by
external testing
lab agency.
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity in (Metric tonnes of
CO2 equivalent) – NA
7. Does the entity have any project related to reducing Green House Gas emission? NO
8. A. Provide details related to waste management by the entity, Total Waste generated (in metric tonnes)
Parameter
Year Year
Total Waste generated (in metric tonnes)

Plastic waste 0 0
E-waste 4.6 6.27
Bio-medical waste 0 0
Construction and demolition waste
Battery waste 0 0
Radioactive waste 0 0
Other Hazardous waste. Please specify, if any. 0 0
Other Non-hazardous waste generated. Please specify, if any. (Break-up by composition i.e. by 0.5 0.71
materials relevant to the sector) Food & General waste
Total 5.1 6.98
B. For each category of waste generated, total waste recovered through recycling, re-using or other recovery
operations (in metric tonnes) – None
C. For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
– None
9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted
by your company to reduce usage of hazardous and toxic chemicals in your products and strategy adopted
by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the
practices adopted to manage such wastes.
General waste like food waste and daily office waste is disposed of through local municipal corporation agencies. Being
an IT/ITES company we do not deal with chemicals. Chemicals required for housekeeping are ecofriendly in nature.
E-waste is disposed of through MPCB/CPCB approved recyclers/collectors.
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife
sanctuaries, biosphere reserves, wetlands, biodiversity hot-spots, forests, coastal regulation zones wildlife
sanctuaries, biosphere reserves, wetlands, biodiversity hot-spots, forests, coastal regulation zones etc.) where
environmental approvals / clearances are required – NA
11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in
the current Financial Year – NA
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection
act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format – NA
Mastek Limited
13. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable
sources
Parameter
Year Year
From renewable sources

Total electricity consumption - -
Total fuel consumption Diesel - -
Total fuel consumption Petrol - -
Energy consumption through other sources - -
Total energy consumed from renewable sources - -
From non-renewable sources
Total electricity consumption 5,36,03,85,600 3,87,28,26,000
Total fuel consumption 26,26,71,620 26,32,35,552
Energy consumption through other sources Nil Nil
Total energy consumed from non-renewable sources 5,623,057,220 4,13,60,61,552
14. Provide the details related to water discharged

The Company uses local government/ municipal provided channels like common sewer to discharge waste water
generated from its offices.
15. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres), For each facility / plant
located in areas of water stress, provide the following information – NA
16. Please provide details of total Scope 3 emissions & its intensity in (Metric tonnes of CO2 equivalent) – The
Company has carried out assessment of Scope 3 emissions for its office in the United Kingdom and has plans to carry
out similar assessment for major offices across India and US in FY 23-24.
17. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve
resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide
details of the same as well as outcome of such initiatives
Sr. Details of the initiative (Web-link, if any, may be provided along-with
Initiative undertaken Outcome of the initiative
No. summary)
1 Electrical consumption We have taken various initiatives for our India offices for reduction Approx savings of INR 86.94
reduction of GHG consumption. Few are mentioned below. million and 11.27 million KWH
Our office at Mahape, India is accredited by DNV-GL for ISO units from Jan. 2017 to Dec.
14001:2015 & OHSAS 45001 standards. 2022.
* We have implemented below activities for reduction of electrical
consumption in offices at India.
* LEDification of offices.
* Upgradation of old UPS with energy efficient modular UPS
systems.
* Upgardation of AC systems with energy efficient systems which
are using ecofriendly refrigerant gas.
* Upgradation of conventional datcenter with smart rack solution.
* Installation solar water geysers for cafeteria.
* Upgradation of Electrical power systems.
18. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link
Mastek addresses the Business Continuity requirement to meet various business demands as follows:
Organisation Business Continuity Plan: The plan addresses the requirements by identifying critical internal and project
specific data, system, people, process and its impact on overall business Project/Account specific Business Continuity
Plan (BCP): The plan addresses the project specific requirements which calls for a customised Business Continuity setup.
Key activities within our Business Continuity Management Program are undertaken on an ongoing basis and have been
conducted within a year. Technical Disaster Recovery (DR) for Mastek Critical Services: These include testing alternative
methods for critical services during the failure. The critical services are Firewalls, SAP etc. Sample Full Interruption tests
for Customers: As part of the BCP, Mastek has conducted a sample full interruption test for our customers. During DR the
associates working for the customer travel to DR site and work at the alternative site.
19. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What
mitigation or adaptation measures have been taken by the entity in this regard. - Not Applicable
20. Percentage of value chain partners (by value of business done with such partners) that were assessed for
environmental impacts. - Not Applicable
Principle 7 - Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is
responsible and transparent.
1. A. Number of affiliations with trade and industry chambers/ associations
Sr. Reach of trade and industry
Parameter
No. chambers / associations
1 Bombay First National

2 Bombay Management Association (BMA) National
3 British Council Division International
4 Bombay Chamber of Commerce & Industry (BCCI) National
5 British Business Group (BBG) International
6 Computer Society of India (CSI) National
7 Confederation of Indian Industry (CII) National
8 Electronics And Computer Software Export Promotion Council (ESC) National
9 Federation of Indian Chambers of Commerce & Industry (FICCI) National
10 Indo German Chambers of Commerce (IGCC) International
11 Indo-American Society (IAS International
12 National Association of Software and Service Companies (NASSCOM) International
13 The Indus Entrepreneurs-Mumbai (TiE) National
14 The Council of EU Chambers of Commerce in India International
B. List the top 10 trade and industry chambers/ associations (determined based on the total members of such
body) the entity is a member of/ affiliated to – None
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the
entity, based on adverse orders from regulatory authorities – None
3. Details of public policy positions advocated by the entity – NA
Principle 8 - Businesses should promote inclusive growth and equitable development.
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the
current Financial Year – None
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken
by your entity – None
3. Describe the mechanisms to receive and redress grievances of the community
A community member may register their grievances through either Mastek Foundation or write directly to whistleblower@
mastek.com or call on dedicated hotline +91 22 67914675. Detailed mechanism to register grievances is outlined in the
Whistle Blower Policy of the Company.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers
Year Year
Directly sourced from MSMEs/ small producers Nil 44%

Sourced directly from within the district and neighbouring districts Nil Nil
Mastek Limited
5. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact
Assessments – None
6. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts
as identified by government bodies
The Company undertakes CSR projects in the designated districts. Refer to Annexure 6 of the Board’s Report
7. Preferential procurement policy

a Do you have a preferential procurement policy where you give procurement policy where you give preference to No
purchase from suppliers preference to purchase from suppliers comprising marginalised /vulnerable comprising
marginalised /vulnerable groups? (Yes/No)
b From which marginalised /vulnerable groups do you procure? NA
c What percentage of total procurement (by value) does it constitute? NA
8. Details of the benefits derived of the various intellectual properties owned or acquired by your company based
on traditional knowledge been shared equitably – Nil
9. Details of corrective actions taken or underway, based on any adverse order in intellectual property related
disputes wherein usage of traditional knowledge is involved – Nil
10. Details of beneficiaries of CSR Projects
Refer to Annexure 6 of the Board’s Report
Principle 9 - Businesses should engage with and provide value to their consumers in a responsible manner.
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback
Amongst various channels Mastek uses to connect and understand complaint/ feedback from its customers, the
annual survey conducted by a third party firm to collect and report client feedback remains a primary channel
for us to know and take action to improve the client experience. We have instituted this survey through Customer
Relationship Engagement Satisfaction Survey (CRESS) policy. This procedure outlines the process for administering,
measuring, monitoring and improving satisfaction of Mastek’s Customers and thereby leading to Advocacy and improved
Customer Experience.
In addition, Mastek’s Whistleblower Policy provides additional channel to all its stakeholders including clients to report
any acts motivated by ill intentions. Data Privacy policy provides mechanism to report data privacy breach and other
requests concerning privacy information of clients, third parties and employees.
Mastek’s client relationship teams are empowered to take necessary action when faced with situations involving a
disgruntled client.
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information
about
As a percentage to total turnover
Environmental and social parameters relevant to the product NA

Safe and responsible usage NA
Recycling and/or safe disposal NA
3. Number of consumer complaints in respect of the following:

Pending Pending
Filed during the Filed during the
resolution at the Remarks resolution at the Remarks
year year
end of year end of year
Data privacy
Advertising
Cyber-security
None None
Delivery of essential services
Restrictive Trade Practices
Unfair Trade Practices
4. Details of instances of product recalls on account of safety issues – NA

5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? If available,
provide a web-link of the policy
Yes. Being in the business dealing with clients information, Mastek takes safeguarding of privacy as one of its highest
priority. Mastek’s Data Protection framework has detailed Privacy Notice that is reviewed and updated regularly and
provides necessary notice on how Mastek collects, stores and processes privacy information of third parties. Please refer
given link for more details. https://www.mastek.com/privacy-notice/
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of
essential services; cyber security and data privacy of customers; re-occurrence of instances of delivery of
essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls;
penalty / action taken by regulatory authorities on safety of products / services
The Company has not received any complaints during the year.
7. Channels / platforms where information on products and services of the entity can be accessed
LinkedIn https://www.linkedin.com/company/mastek/
Company Website www.mastek.com
8. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services –
None
9. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services – NA
10. Does the entity display product information on the product over and above what is mandated as per local laws. If
yes, provide details in brief – NA
11. Did your entity carry out any survey with regard to consumer satisfaction relating to the major products /
services of the entity, significant locations of operation of the entity or the entity as a whole?
12. Yes. Company carries out an annual survey conducted by a third party firm to collect and report client feedback
and takes necessary action to improve the client experience. This survey is instituted through Customer
Relationship Engagement Satisfaction Survey (CRESS) policy which outlines the process for administering,
measuring, monitoring and improving satisfaction of Mastek’s Customers and thereby leading to Advocacy and
improved Customer Experience
13. Information relating to data breaches
a. Number of instances of data breaches along-with impact - None
b. Percentage of data breaches involving personally identifiable information of customers – 0%
******************************
Mastek Limited
Independent Auditor’s Report
To the Members of Mastek Limited Basis for Opinion

3. We conducted our audit in accordance with the
Report on the Audit of the Standalone Financial Standards on Auditing specified under section 143(10)
Statements of the Act. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities
Opinion
for the Audit of the Standalone Financial Statements
1. We have audited the accompanying standalone financial section of our report. We are independent of the
statements of Mastek Limited (the ‘Company’), which Company in accordance with the Code of Ethics issued
comprise the Standalone Balance Sheet as at 31 March by the Institute of Chartered Accountants of India
2023, the Standalone Statement of Profit and Loss (‘ICAI’) together with the ethical requirements that
(including Other Comprehensive Income), the Standalone are relevant to our audit of the standalone financial
Statement of Cash Flows and the Standalone Statement statements under the provisions of the Act and the
of Changes in Equity for the year then ended, and notes rules thereunder, and we have fulfilled our other ethical
to the standalone financial statements, including a responsibilities in accordance with these requirements
summary of the significant accounting policies and other and the Code of Ethics issued by the ICAI. We believe
explanatory information. that the audit evidence we have obtained is sufficient
2. In our opinion and to the best of our information and and appropriate to provide a basis for our opinion.
according to the explanations given to us, the aforesaid
standalone financial statements (‘financial statements’) Key Audit Matters
give the information required by the Companies Act, 4. Key audit matters are those matters that, in our
2013 (the ‘Act’) in the manner so required and give professional judgment, were of most significance in
a true and fair view in conformity with the Indian our audit of the standalone financial statements of
Accounting Standards (‘Ind AS’) specified under the current period. These matters were addressed in
section 133 of the Act read with the Companies (Indian the context of our audit of the standalone financial
Accounting Standards) Rules, 2015 and other accounting statements as a whole, and in forming our opinion
principles generally accepted in India, of the state of thereon, and we do not provide a separate opinion on
affairs of the Company as at 31 March 2023, and its these matters.
profit (including Other Comprehensive Loss), its cash
5. We have determined the matters described below to be
flows and the changes in equity for the year ended on
the key audit matters to be communicated in our report.
that date.
Key audit matter How our audit addressed the key audit matter
Revenue from contracts with customers (Refer notes 2d(xii) and Our audit procedures relating to revenue recognition included,
19 to the accompanying standalone financial statements) but were not limited to the following:
Revenue is recognised basis the terms of each contract with • Evaluated the design and operating effectiveness of internal
customers wherein certain commercial arrangements involve financial controls relating to the revenue recognition of the
complexity and significant judgements relating to identification Group.
of distinct performance obligations, determination of transaction • Selected samples from all streams of contracts and
price of identified performance obligation and the appropriateness performed detailed analysis on recognition of revenue as
of basis used to measure revenue recognised over the time period per the requirement of Ind AS 115, ‘Revenue from Contracts
is applied in selecting the accounting basis in each case. with Customers’ which involved testing of inputs to revenue
We identified revenue of the Group as a key audit matter in the recognition including estimates used.
audit of standalone financial statements of current year because of • Evaluated appropriateness and adequacy of disclosures
the significant judgement/ estimates used in accounting of revenue made in the standalone financial statements with respect to
contracts. revenue in accordance with the requirements of applicable
financial reporting framework.
Standalone Accounts Overview Reports Statements Information 167
Valuation of put option liability Our audit procedures in relation to valuation of put option liability
As described in note 41 to the accompanying standalone financial included but were not limited to the following:
statements, the Holding Company has written a put option over • Evaluated appropriateness of the Group’s accounting
the equity instrument of a subsidiary, where the holders (non- policy in respect of recognition and measurement of put
controlling interests) of that instrument have the right to put option liability in accordance with Ind AS 109, ‘Financial
their instrument back to the Holding Company at its fair value on Instruments’.
specified dates. The amount that may become payable at each • Obtained the understanding of the process of identification,
reporting date under the option upon its exercise is recognised recognition, and measurement of derivative financial
at present value as a written put option financial liability with a instruments. Evaluated the design and implementation of
corresponding debit to investment as deemed investment in the internal financial controls implemented in such process and
subsidiary company. tested their operating effectiveness during the year.
Management has appointed an independent valuation expert • Obtained the management’s external valuation specialist’s
to value the put option liability at each reporting period. The report on determination of fair value of put option liability
processes and methodologies used for assessing and determining and assessed the professional competence and objectivity of
the value involves use of assumptions and is based on complex the management’s expert.
management’s judgement and estimates.
• Involved auditor’s experts to assess the valuation
Considering put option liability is significant to the standalone assumptions used and methodology considered by the
financial statements and auditing management judgement and management’s expert to calculate the put option liability and
estimates as stated above involves high degree of subjectivity the mathematical accuracy of these calculations.
and require significant auditor judgement, valuation of put option
liability is considered as a key audit matter for the current year • Assessed the reasonability of the assumptions and estimates
audit. made by the management considered in the valuation of the
put option liability basis our understanding of the business
and external market conditions to the extent relevant.
• Evaluated the appropriateness and adequacy of disclosures
given in the standalone financial statements, including
disclosure of significant assumptions and judgements used
by management, in accordance with applicable financial
reporting framework.
Information other than the Standalone Financial Responsibilities of Management and Those Charged
Statements and Auditor’s Report thereon with Governance for the Standalone Financial
Statements
6. The Company’s Board of Directors are responsible for
the other information. The other information comprises 7. The accompanying standalone financial statements have
the information included in the Annual Report but been approved by the Company’s Board of Directors.
does not include the standalone financial statements The Company’s Board of Directors are responsible for
and our auditor’s report thereon. The Annual Report is the matters stated in section 134(5) of the Act with
expected to be made available to us after the date of respect to the preparation and presentation of these
this auditor’s report. standalone financial statements that give a true and fair
view of the financial position, financial performance
Our opinion on the standalone financial statements does including Other Comprehensive Loss, changes in equity
not cover the other information and we will not express and cash flows of the Company in accordance with
any form of assurance conclusion thereon. the Ind AS specified under section 133 of the Act and
In connection with our audit of the standalone financial other accounting principles generally accepted in
statements, our responsibility is to read the other India. This responsibility also includes maintenance of
information identified above when it becomes available adequate accounting records in accordance with the
and, in doing so, consider whether the other information provisions of the Act for safeguarding of the assets of
is materially inconsistent with the standalone financial the Company and for preventing and detecting frauds
statements, or our knowledge obtained in the audit or and other irregularities; selection and application of
otherwise appears to be materially misstated. appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design,
When we read the Annual Report, if we conclude implementation and maintenance of adequate internal
that there is a material misstatement therein, we are financial controls, that were operating effectively
required to communicate the matter to those charged for ensuring the accuracy and completeness of the
with governance. accounting records, relevant to the preparation and
presentation of the standalone financial statements that
Mastek Limited
give a true and fair view and are free from material financial statements in place and the operating
misstatement, whether due to fraud or error. effectiveness of such controls;
8. In preparing the standalone financial statements, the • Evaluate the appropriateness of accounting
Board of Directors are responsible for assessing the policies used and the reasonableness of
Company’s ability to continue as a going concern, accounting estimates and related disclosures made
disclosing, as applicable, matters related to going by management;
concern and using the going concern basis of accounting
• Conclude on the appropriateness of Board of
unless the Board of Directors either intend to liquidate
Directors’ use of the going concern basis of
the Company or to cease operations, or has no realistic
accounting and, based on the audit evidence
alternative but to do so.
obtained, whether a material uncertainty exists
9. Those Board of Directors are also responsible for related to events or conditions that may cast
overseeing the Company’s financial reporting process. significant doubt on the Company’s ability to
continue as a going concern. If we conclude that
Auditor’s Responsibilities for the Audit of the a material uncertainty exists, we are required
Standalone Financial Statements to draw attention in our auditor’s report to the
10. Our objectives are to obtain reasonable assurance about related disclosures in the standalone financial
whether the standalone financial statements as a whole statements or, if such disclosures are inadequate,
are free from material misstatement, whether due to to modify our opinion. Our conclusions are based
fraud or error, and to issue an auditor’s report that on the audit evidence obtained up to the date of
includes our opinion. Reasonable assurance is a high our auditor’s report. However, future events or
level of assurance but is not a guarantee that an audit conditions may cause the Company to cease to
conducted in accordance with Standards on Auditing will continue as a going concern; and
always detect a material misstatement when it exists. • Evaluate the overall presentation, structure and
Misstatements can arise from fraud or error and are content of the standalone financial statements,
considered material if, individually or in the aggregate, including the disclosures, and whether the
they could reasonably be expected to influence the standalone financial statements represent the
economic decisions of users taken on the basis of these underlying transactions and events in a manner
standalone financial statements. that achieves fair presentation.
11. As part of an audit in accordance with Standards 12. We communicate with those charged with governance
on Auditing, specified under section 143(10) of the regarding, among other matters, the planned scope
Act we exercise professional judgment and maintain and timing of the audit and significant audit findings,
professional skepticism throughout the audit. We also: including any significant deficiencies in internal control
• Identify and assess the risks of material that we identify during our audit.
misstatement of the standalone financial 13. We also provide those charged with governance with
statements, whether due to fraud or error, design a statement that we have complied with relevant
and perform audit procedures responsive to those ethical requirements regarding independence, and
risks, and obtain audit evidence that is sufficient to communicate with them all relationships and
and appropriate to provide a basis for our opinion. other matters that may reasonably be thought to
The risk of not detecting a material misstatement bear on our independence, and where applicable,
resulting from fraud is higher than for one resulting related safeguards.
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the 14. From the matters communicated with those charged
override of internal control; with governance, we determine those matters that
were of most significance in the audit of the standalone
• Obtain an understanding of internal control financial statements of the current period and are
relevant to the audit in order to design therefore the key audit matters. We describe these
audit procedures that are appropriate in the matters in our auditor’s report unless law or regulation
circumstances. Under section 143(3)(i) of the Act precludes public disclosure about the matter or when,
we are also responsible for expressing our opinion in extremely rare circumstances, we determine that
on whether the Company has adequate Internal a matter should not be communicated in our report
Financial Controls with reference to standalone because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest of the Companies (Audit and Auditors) Rules, 2014
benefits of such communication. (as amended), in our opinion and to the best of our
information and according to the explanations given
Report on Other Legal and Regulatory to us:
Requirements
i. The Company does not have any pending
15. As required by section 197(16) of the Act based on litigation which would impact its financial
our audit, we report that the Company has paid position as at 31 March 2023;
remuneration to its directors during the year in
accordance with the provisions of and limits laid down ii. the Company did not have any long-term
under section 197 read with Schedule V to the Act. contracts including derivative contracts for
which there were any material foreseeable
16. As required by the Companies (Auditor’s Report) Order, losses as at 31 March 2023;
2020 (the ‘Order’) issued by the Central Government
of India in terms of section 143(11) of the Act we iii. There has been no delay in transferring
give in the Annexure – I, a statement on the matters amounts, required to be transferred, to
specified in paragraphs 3 and 4 of the Order, to the the Investor Education and Protection Fund
extent applicable. by the Company during the year ended 31
March 2023;
17. Further to our comments in Annexure – I, as required by
section 143(3) of the Act based on our audit, we report, iv.
to the extent applicable, that: a. The management has represented
a) We have sought and obtained all the information that, to the best of its knowledge and
and explanations which to the best of our belief, as disclosed in note 44(i) to the
knowledge and belief were necessary for the standalone financial statements, no
purpose of our audit of the accompanying funds have been advanced or loaned or
standalone financial statements; invested (either from borrowed funds or
securities premium or any other sources
b) In our opinion, proper books of account as required or kind of funds) by the Company to
by law have been kept by the Company so far as it or in any person or entity, including
appears from our examination of those books; foreign entity (the ‘intermediaries’),
c) The standalone financial statements dealt with with the understanding, whether
by this report are in agreement with the books recorded in writing or otherwise, that the
of account; intermediary shall, whether, directly or
indirectly lend or invest in other persons
d) In our opinion, the aforesaid standalone or entities identified in any manner
financial statements comply with Ind AS whatsoever by or on behalf of the
specified under section 133 of the Act; Company (the ‘Ultimate Beneficiaries’)
e) On the basis of the written representations or provide any guarantee, security or the
received from the directors and taken on record like on behalf the Ultimate Beneficiaries;
by the Board of Directors, none of the directors b. The management has represented
is disqualified as on 31 March 2023 from being that, to the best of its knowledge and
appointed as a director in terms of section 164(2) belief, as disclosed in note 44(ii) to the
of the Act; standalone financial statements, no funds
f) With respect to the adequacy of the Internal have been received by the Company from
Financial Controls with reference to standalone any person or entity, including foreign
financial statements of the Company as on 31 entity (the ‘Funding Parties’), with the
March 2023 and the operating effectiveness of such understanding, whether recorded in
controls, refer to our separate Report in Annexure writing or otherwise, that the Company
– II wherein we have expressed an unmodified shall, whether directly or indirectly, lend
opinion; and or invest in other persons or entities
identified in any manner whatsoever
g) With respect to the other matters to be included by or on behalf of the Funding Party
in the Auditor’s Report in accordance with rule 11 (‘Ultimate Beneficiaries’) or provide any
Mastek Limited
guarantee, security or the like on behalf Meeting. The dividend declared is in

of the Ultimate Beneficiaries; and accordance with section 123 of the Act to the
extent it applies to declaration of dividend.
c. Based on such audit procedures
performed as considered reasonable vi. Proviso to Rule 3(1) of the Companies
and appropriate in the circumstances, (Accounts) Rules, 2014 requires all companies
nothing has come to our notice that which use accounting software for maintaining
has caused us to believe that the their books of account, to use such an
management representations under accounting software which has a feature of
sub-clauses (a) and (b) above contain any audit trail, with effect from the financial year
material misstatement. beginning on 01 April 2023 and accordingly,
reporting under Rule 11(g) of Companies (Audit
v. The interim dividend declared and paid by the
and Auditors) Rules, 2014 (as amended) is not
Company during the year ended 31 March 2023
applicable for the current financial year.
and until the date of this audit report is in
compliance with section 123 of the Act.
For Walker Chandiok & Co LLP
The final dividend paid by the Company during Chartered Accountants
the year ended 31 March 2023 in respect of Firm’s Registration No.: 001076N/N500013
such dividend declared for the previous year
is in accordance with section 123 of the Act to Adi P. Sethna
the extent it applies to payment of dividend. Partner
Membership No.: 108840
As stated in note 10 to the accompanying
UDIN: 23108840BGYAVK9072
standalone financial statements, the Board
of Directors of the Company have proposed
Place: Mumbai
final dividend for the year ended 31 March
Date: 19 April 2023
2023 which is subject to the approval of the
members at the ensuing Annual General
Annexure — I
Referred to in Paragraph 16 of the Independent Auditor’s Report of even date to the members of Mastek Limited on the
standalone financial statements for the year ended 31 March 2023
In terms of the information and explanations sought by us and time such limit remains unutilised/ undrawn the
given by the Company and the books of account and records Company is not required to file any quarterly return
examined by us in the normal course of audit, and to the best or statement with such banks.
of our knowledge and belief, we report that:
(iii)
(i) (a) (A) The Company has maintained proper records
(a) The company has provided guarantee to subsidiary
showing full particulars, including quantitative
and other entity as per details given below:
details and situation of property, plant and
equipment (‘PPE’), right of use assets (‘ROU Particulars Guarantee (` in lakhs)
assets’) and investment property.
Aggregate amount during the year
(B) The Company has maintained proper records - Subsidiary 24,651
showing full particulars of intangible assets. - Other entity NIl
(b) The Company has a regular programme of physical Balance outstanding as at balance
verification of its PPE, ROU assets and investment sheet date
property under which the assets are physically - Subsidiary 24,651
verified in a phased manner over a period of three - Other entity NIl
years, which in our opinion, is reasonable having
regard to the size of the Company and the nature Further, the Company has not provided any loans
of its assets. In accordance with this programme, or advances in the nature of loans of security to
certain PPE, ROU assets and investment property subsidiaries or any other entity during the year.
were verified during the year and no material (b) In our opinion, and according to the information
discrepancies were noticed on such verification. and explanations given to us, the investments
(c) The title deeds of all the immovable properties made and guarantee provided are prima facie, not
(including investment property) held by the prejudicial to the interest of the Company. The
Company (other than properties where the Company has not given any security or granted
Company is the lessee, and the lease agreements any loans or advances in the nature of loans during
are duly executed in favour of the lessee) disclosed the year.
in notes 3 (a) and 3 (d) to the standalone financial (c) The Company does not have any outstanding
statements are held in the name of the Company. loans and advances in the nature of loans at the
For title deeds of immovable properties in the beginning of the current year nor has granted any
nature of building situated at Chennai with net loans or advances in the nature of loans during the
carrying values of ` 829 lakhs as at 31 March 2023, year. Accordingly, reporting under clauses 3(iii)
which have been mortgaged as security for loans (c), 3(iii)(d), 3(iii)(e) and 3(iii)(f) of the Order is not
or borrowings taken by the Company, confirmations applicable to the Company.
with respect to title of the Company have been
directly obtained by us from the respective lenders. (iv) In our opinion, and according to the information and
explanations given to us, the Company has complied
(d) The Company has not revalued its PPE (including with the provisions of section 186 of the Act in respect
ROU assets) or intangible assets during the year. of investments made, as applicable. Further, the
(e) No proceedings have been initiated or are pending Company has not entered into any transaction covered
against the Company for holding any benami under section 185 and section 186 of the Act in respect
property under the Prohibition of Benami Property of loans granted, guarantees and security provided by it.
Transactions Act, 1988 (as amended) and rules (v) In our opinion, and according to the information and
made thereunder. explanations given to us, the Company has not accepted
(ii) (a) The Company does not hold any inventory. any deposits or there are no amounts which have been
Accordingly, reporting under clause 3(ii)(a) of the deemed to be deposits within the meaning of sections
Order is not applicable to the Company. 73 to 76 of the Act and the Companies (Acceptance
of Deposits) Rules, 2014 (as amended). Accordingly,
(b) As disclosed in note 13 to the standalone financial reporting under clause 3(v) of the Order is not applicable
statements, the Company has a working capital to the Company.
limit in excess of ` 5 Crores, sanctioned by banks
on the basis of security of current assets. Pursuant (vi) The Central Government has not specified maintenance
to the terms of the sanction letters, till the of cost records under sub-section (1) of section
Mastek Limited
148 of the Act, in respect of Company’s business activities. Accordingly, reporting under clause 3(vi) of the Order is
not applicable.
(vii) (a) In our opinion, and according to the information and explanations given to us, the Company is regular in depositing
undisputed statutory dues including goods and services tax, provident fund, employees’ state insurance, income-tax
and other material statutory dues, as applicable, with the appropriate authorities. Further, no undisputed amounts
payable in respect thereof were outstanding at the year-end for a period of more than six months from the date
they became payable.
(b) According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a)
which have not been deposited with the appropriate authorities on account of any dispute except for the following:
Gross Amount (` In Amount paid under Period to which the Forum where dispute
Name of the statute Nature of dues
lakhs) Protest (` In lakhs) amount relates is pending
The Maharashtra VAT liability 895 91 FY 2006-07 Joint Commissioner

Value Added Tax including interest FY 2009-10 of Sales Tax
Act, 2002 FY 2012-13 (Appeals), Mumbai
FY 2013-14
The Maharashtra VAT liability 24 1 FY 2015-16 Deputy
Value Added Tax including interest Commissioner of
Act, 2002 Sales Tax, Mumbai
The Central Sales CST liability 22 4 FY 2009-10 Joint Commissioner
Tax Act, 2002 including interest FY 2012-13 of Sales Tax
FY 2013-14 (Appeals), Mumbai
Income-tax Act, 1961 Income tax 174 - FY 2012-13 CIT (A)
FY 2017-18
Income-tax Act, 1961 Income tax 77 - FY 2014-15 Assessing Officer
(viii) According to the information and explanations given to (f) According to the information and explanations
us, no transactions were surrendered or disclosed as given to us, the Company has not raised any loans
income during the year in the tax assessments under the during the year on the pledge of securities held in
Income-tax Act, 1961 (43 of 1961) which have not been its subsidiaries.
previously recorded in the books of account.
(x) (a) The Company has not raised any money by way of
(ix) (a) According to the information and explanations initial public offer or further public offer (including
given to us, the Company has not defaulted in debt instruments), during the year. Accordingly,
repayment of its loans or borrowings or in the reporting under clause 3(x)(a) of the Order is not
payment of interest thereon to any lender. applicable to the Company.
(b) According to the information and explanations (b) During the year, the Company has made private
given to us including and representation received placement of its equity shares, pursuant to
from the management of the Company, and on the Demerger Co-operation Agreement (‘DCA’) and
basis of our audit procedures, we report that the Shareholders Agreement dated 08 February
Company has not been declared a willful defaulter 2020 referred to in note 41 to the accompanying
by any bank or financial institution or government standalone financial statements. Considering that,
or any government authority. the private placement made was in the form
of non-cash consideration pursuant to the DCA.
(c) In our opinion and according to the information and
In our opinion and according to the information
explanations given to us, money raised by way of
and explanations given to us, the Company has
term loans were applied for the purposes for which
complied with the requirements of section 42
these were obtained.
and section 62 of the Act and the Rules framed
(d) In our opinion and according to the information thereunder to the extent applicable.
and explanations given to us, the Company has not
(xi) a) To the best of our knowledge and according to the
raised any funds on short term basis during the
information and explanations given to us, no fraud
year. Accordingly, reporting under clause 3(ix)(d) of
by the Company or no fraud on the Company has
the Order is not applicable to the Company.
been noticed or reported during the period covered
(e) According to the information and explanations by our audit.
given to us and on an overall examination of the
(b) According to the information and explanations
financial statements of the Company, the Company
given to us including the representation made to
has not taken any funds from any entity or person
us by the management of the Company, no report
on account of or to meet the obligations of
under sub-section 12 of section 143 of the Act
its subsidiaries.
has been filed by the auditors in Form ADT-4 as
prescribed under Rule 13 of Companies (Audit and (xvii) The Company has not incurred any cash losses in
Auditors) Rules, 2014, with the Central Government the current financial year as well as the immediately
for the period covered by our audit. preceding financial year.
(c) According to the information and explanations (xviii)There has been no resignation of the statutory auditors
given to us including the representation made during the year. Accordingly, reporting under clause
to us by the management of the Company, there 3(xviii) of the Order is not applicable to the Company.
are no whistle-blower complaints received by the
(xix) According to the information and explanations given
Company during the year.
to us and on the basis of the financial ratios, ageing
(xii) The Company is not a Nidhi Company and the Nidhi and expected dates of realisation of financial assets
Rules, 2014 are not applicable to it. Accordingly, and payment of financial liabilities, other information
reporting under clause 3(xii) of the Order is not accompanying the standalone financial statements,
applicable to the Company. our knowledge of the plans of the Board of Directors
and management and based on our examination of
(xiii) In our opinion and according to the information and
the evidence supporting the assumptions, nothing has
explanations given to us, all transactions entered into by
come to our attention, which causes us to believe that
the Company with the related parties are in compliance
any material uncertainty exists as on the date of the
with sections 177 and 188 of the Act, where applicable.
audit report indicating that Company is not capable of
Further, the details of such related party transactions
meeting its liabilities existing at the date of balance
have been disclosed in the standalone financial
sheet as and when they fall due within a period of one
statements, as required under Indian Accounting
year from the balance sheet date. We, however, state
Standard (‘Ind AS’) 24, Related Party Disclosures
that this is not an assurance as to the future viability
specified in Companies (Indian Accounting Standards)
of the Company. We further state that our reporting is
Rules 2015 as prescribed under section 133 of the Act.
based on the facts up to the date of the audit report
(xiv) and we neither give any guarantee nor any assurance
that all liabilities falling due within a period of one year
(a) In our opinion and according to the information
from the balance sheet date, will get discharged by the
and explanations given to us, the Company has
Company as and when they fall due.
an internal audit system as per the provisions of
section 138 of the Act which is commensurate with (xx) According to the information and explanations given to
the size and nature of its business. us, the Company does not have any unspent amounts
towards Corporate Social Responsibility in respect of any
(b) We have considered the reports issued by the
ongoing or other than ongoing project as at the end of
Internal Auditors of the Company till date for the
the financial year. Accordingly, reporting under clause
period under audit.
3(xx) of the Order is not applicable to the Company.
(xv) According to the information and explanation given to
(xxi) The reporting under clause 3(xxi) of the Order is not
us, the Company has not entered into any non-cash
applicable in respect of audit of standalone financial
transactions with its directors or persons connected
statements of the Company. Accordingly, no comment
with its directors and accordingly, reporting under
has been included in respect of said clause under
clause 3(xv) of the Order with respect to compliance
this report.
with the provisions of section 192 of the Act are not
applicable to the Company. For Walker Chandiok & Co LLP
Chartered Accountants
(xvi) The Company is not required to be registered under
Firm’s Registration No.: 001076N/N500013
section 45-IA of the Reserve Bank of India Act, 1934.
Accordingly, reporting under clauses 3(xvi)(a), (b) and (c)
Adi P. Sethna
of the Order are not applicable to the Company.
Partner
(d) Based on the information and explanations given to Membership No.: 108840
us and as represented by the management of the UDIN: 23108840BGYAVK9072
Company, the Group (as defined in Core Investment
Companies (Reserve Bank) Directions, 2016) does Place: Mumbai
not have any CIC. Date: 19 April 2023
Mastek Limited
Annexure — II
To the Independent Auditor’s Report of even date to the members of Mastek Limited on the standalone financial
statements for the year ended 31 March 2023
Independent Auditor’s Report on the Internal 4. Our audit involves performing procedures to obtain
Financial Controls with reference to the standalone audit evidence about the adequacy of the Internal
financial statements under Clause (i) of sub-section Financial Controls with reference to standalone financial
3 of section 143 of the Companies Act, 2013 (the statements and their operating effectiveness. Our
‘Act’) audit of Internal Financial Controls with reference to
1. In conjunction with our audit of the standalone financial standalone financial statements includes obtaining
statements of Mastek Limited (the ‘Company’) as at and an understanding of such internal financial controls,
for the year ended 31 March 2023, we have audited the assessing the risk that a material weakness exists,
Internal Financial Controls with reference to standalone and testing and evaluating the design and operating
financial statements of the Company as at that date. effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s
Responsibilities of Management and Those Charged judgement, including the assessment of the risks of
with Governance for Internal Financial Controls material misstatement of the standalone financial
statements, whether due to fraud or error.
2. The Company’s Board of Directors is responsible for
establishing and maintaining internal financial controls 5. We believe that the audit evidence we have obtained
based on the Internal Financial Controls with reference is sufficient and appropriate to provide a basis
to standalone financial statements criteria established for our audit opinion on the Company’s Internal
by the Company considering the essential components Financial Controls with reference to standalone
of internal control stated in the Guidance Note on financial statements.
Audit of Internal Financial Controls over Financial
Reporting (the ‘Guidance Note’) issued by the Institute Meaning of Internal Financial Controls with
of Chartered Accountants of India (the ‘ICAI’). These Reference to Standalone Financial Statements
responsibilities include the design, implementation and 6. A company's Internal Financial Controls with reference
maintenance of adequate internal financial controls that to standalone financial statements is a process
were operating effectively for ensuring the orderly and designed to provide reasonable assurance regarding the
efficient conduct of the Company’s business, including reliability of financial reporting and the preparation of
adherence to the Company’s policies, the safeguarding standalone financial statements for external purposes
of its assets, the prevention and detection of frauds and in accordance with generally accepted accounting
errors, the accuracy and completeness of the accounting principles. A company's Internal Financial Controls with
records, and the timely preparation of reliable financial reference to standalone financial statements include
information, as required under the Act. those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail,
Auditor’s Responsibility for the Audit of the Internal accurately and fairly reflect the transactions and
Financial Controls with Reference to Standalone dispositions of the assets of the company; (2) provide
Financial Statements reasonable assurance that transactions are recorded
3. Our responsibility is to express an opinion on the as necessary to permit preparation of standalone
Company's Internal Financial Controls with reference to financial statements in accordance with generally
standalone financial statements based on our audit. We accepted accounting principles, and that receipts and
conducted our audit in accordance with the Standards expenditures of the company are being made only in
on Auditing issued by the ICAI prescribed under section accordance with authorisations of management and
143(10) of the Act, to the extent applicable to an audit directors of the company; and (3) provide reasonable
of Internal Financial Controls with reference to financial assurance regarding prevention or timely detection
statements, and the Guidance Note issued by the ICAI. of unauthorised acquisition, use, or disposition of the
Those Standards and the Guidance Note require that we company's assets that could have a material effect on
comply with ethical requirements and plan and perform the standalone financial statements.
the audit to obtain reasonable assurance about whether
adequate Internal Financial Controls with reference to Inherent Limitations of Internal Financial Controls
standalone financial statements were established and with Reference to Standalone Financial Statements
maintained and if such controls operated effectively in 7. Because of the inherent limitations of Internal Financial
all material respects. Controls with reference to standalone financial
statements, including the possibility of collusion or based on the Internal Financial Controls with reference
improper management override of controls, material to standalone financial statements criteria established
misstatements due to error or fraud may occur and not by the Company considering the essential components
be detected. Also, projections of any evaluation of the of internal control stated in the Guidance Note issued by
Internal Financial Controls with reference to standalone the ICAI.
financial statements to future periods are subject to the
risk that the Internal Financial Controls with reference For Walker Chandiok & Co LLP
to standalone financial statements may become Chartered Accountants
inadequate because of changes in conditions, or that the Firm’s Registration No.: 001076N/N500013
degree of compliance with the policies or procedures
may deteriorate. Adi P. Sethna
Partner
Opinion Membership No.: 108840
8. In our opinion, the Company has, in all material UDIN: 23108840BGYAVK9072
respects, adequate Internal Financial Controls with
reference to standalone financial statements and such Place: Mumbai
controls were operating effectively as at 31 March 2023, Date: 19 April 2023
Mastek Limited
Standalone Balance Sheet

as at March 31, 2023
(` in lakhs)
As at As at
Particulars Note
March 31, 2023 March 31, 2022
ASSETS
Non-current assets
Property, plant and equipment 3(a)(i) 3,266 2,879
Capital work-in-progress 3(c) 433 428
Investment property 3(d) - 414
Other intangible assets 3(a)(ii) 11 184
Right-of-use assets 3(b) 22 52
Financial assets
Investment in subsidiaries 3(e) 67,383 46,565
Investments 4(a) 53 1,077
Other financial assets 4(b) 843 1,134
Deferred tax assets, net 28(c) 3,661 3,284
Other non-current assets 5 128 124
Total non-current assets 75,800 56,141
Current assets
Financial assets
Investments 6(a) - 1,489
Trade receivables 6(b) 3,757 5,652
Cash and cash equivalents 6(c)(i) 692 1,570
Bank balances other than cash and cash equivalents 6(c)(ii) 54 3,336
Other financial assets 6(d) 1,136 1,119
Contract asset 7 - 396
Other current assets 8 2,028 1,751
Total current assets 7,667 15,313
Total assets 83,467 71,454
EQUITY AND LIABILITIES
EQUITY
Equity share capital 9 1,526 1,501
Other equity 10 72,747 58,678
Total equity 74,273 60,179
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings 11(a) 193 184
Lease liabilities 11(b) 23 23
Other financial liabilities 11(c) 223 1,393
Provisions 12 1,102 838
Total non-current liabilities 1,541 2,438
Current liabilities
Borrowings 13 78 79
Lease liabilities 14 0 35
Trade payables 15
total outstanding dues of micro enterprises and small enterprises; and - -
total outstanding dues of creditors other than micro enterprises and small enterprises 2,436 3,065
Other financial liabilities 16 1,671 3,159
Other current liabilities 17 595 577
Contract liabilities 251 121
Provisions 18 1,020 1,037
Current tax liability, net 1,602 764
Total current liabilities 7,653 8,837
Total liabilities 9,194 11,275
Total equity and liabilities 83,467 71,454
The accompanying notes forms an integral part of the standalone financial statements
As per our report of even date attached
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Firm Registration No.: 001076N/N500013

Chairman Director
Adi P. Sethna DIN: 00017767 DIN: 00058165
Partner
Place: Mumbai Place: Mumbai
Date: April 19, 2023 Date: April 19, 2023
Standalone Statement of Profit and Loss

for the year ended March 31, 2023
(` in lakhs)
For the year ended For the year ended
Particulars Note
March 31, 2023 March 31, 2022
INCOME
Revenue from operations 19 31,339 25,670
Other income 20 7,337 7,354
Total income (1) 38,676 33,024
EXPENSES
Employee benefits expenses 21 21,259 18,806
Finance costs 22 44 54
Depreciation and amortisation expenses 23 1,303 1,242
Other expenses 24 5,369 3,480
Total expenses (2) 27,975 23,582
Profit before exceptional items and tax (3 = 1-2) 10,701 9,442
Exceptional items- gain (net) (4) 25 5,864 145
Profit before tax (5 = 3+4) 16,565 9,587
Tax expense / (credit)
Current tax 28 3,669 2,489
Deferred tax (318) (613)
Total tax expense (net) (6) 3,351 1,876
Profit after tax for the year (7 = 5-6) 13,214 7,711
Other comprehensive income (OCI)
Items that will not be reclassified to profit and loss in subsequent periods:
Defined benefit plan actuarial gains 93 111
Income tax relating to items that will not be reclassified to profit or loss 28 (28) (21)
Items that will be reclassified to profit and loss in subsequent periods:
Net change in fair value of forward contracts designated as cash flow hedges- (loss)/ gain (28) 1,733
Net change in fair value of financial instruments- (loss) (261) (1,062)
Income tax relating to items that will be reclassified to profit or loss - credit / (expense) 28 85 (207)
Total Other Comprehensive (Loss)/ Income for the year (8) (139) 554
Total Comprehensive Income for the year (7+8) 13,075 8,265
Earnings per share (in `) 26
(Equity shares of face value ` 5 each)

Basic 43.85 27.83
Diluted 43.07 27.13

Chairman Director
Partner
Mastek Limited
Standalone Statement of Cash Flows

(` in lakhs)
Particulars
March 31, 2023 March 31, 2022
Cash flows from operating activities

Profit for the year 13,214 7,711
Adjustments for :
Interest income (80) (302)
Guarantee commission (198) (191)
Employee stock compensation expenses 141 193
Finance costs 44 54
Depreciation and amortisation 1,303 1,242
Provision for doubtful debts including Bad debts written off, net 345 53
Net (gain) on foreign currency translation (1) (25)
Tax expense 3,351 1,876
Exceptional item (Refer note 25) (5,864) (145)
Dividend from subsidiary (5,714) (4,721)
Profit on sale of property, plant and equipment, net (12) (8)
Profit on sale of current investments and gain on investment measured at FVTPL (396) (1,637)
Rental income (234) (287)
Operating profit before working capital changes 5,899 3,813
Decrease/ (Increase) in trade receivables 1,946 (1,204)
(Increase) in advances and other assets (186) (149)
(Decrease)/ Increase in trade payables, other liabilities and provisions (673) 322
Cash generated from operating activities before taxes 6,986 2,782
Income taxes paid, net of refunds (1,579) (1,259)
Net cash generated from operating activities 5,407 1,523
Cash flows from investing activities
Proceeds from sale of property, plant and equipment and investment property 4,445 8
Taxes on proceeds from sale of property, plant and equipment and investment property (750) -
Purchase of property, plant and equipment and intangible assets (1,768) (1,199)
Interest received 141 353
Purchase consideration paid for acquisition of subsidiaries, net of cash and cash equivalents (14,865) (16,596)
Dividend from subsidiary 5,714 4,721
Rental income 277 406
Guarantee commission received 209 139
Liquidation of short term bank deposits 3,285 1,050
Purchase of current investments (13,934) (22,412)
Proceeds from sale of current investments 16,581 36,068
Taxes on proceeds from sale of current investments (69) (380)
Net cash(used in) / generated from investing activities (734) 2,158
Standalone Statement of Cash Flows

(` in lakhs)
Particulars
March 31, 2023 March 31, 2022
Cash flows from financing activities

Proceeds from issue of shares under the employee stock option schemes 244 173
Proceeds from borrowings 94 196
Repayments of borrowings (86) (67)
Dividends paid including dividend distribution tax and unclaimed dividends (5,741) (4,753)
Payment of lease liabilities (38) (38)
Interest paid on lease and other finance charges (24) (15)
Net cash used in financing activities (5,551) (4,504)
Net (Decrease) in cash and cash equivalents during the year (878) (823)
Cash and cash equivalents at the beginning of the year 1,570 2,393
Cash and cash equivalents at the end of the year [Refer note 6 (c)(i)] 692 1,570
The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Ind AS - 7 on Statement of Cash Flow

Chairman Director
Partner
180
(a) Equity share capital (Refer note 9) (` in lakhs)
Balance as at April 1, 2022 1,501

Add: Shares issued on exercise of stock options and restricted shares 9
Add : Issue of share pursuant to acquisition of non controlling interest in Mastek Enterprise Solutions Private Limited (Formerly known as Trans American Information Systems Private 16
Limited) (Refer note 41)
Balance as at March 31, 2023 1,526
Mastek Limited


Add: Issue of share capital on account of acquisition of control of the business of Evolutionary Systems Private Limited ("ESPL") (Refer note 41) 212
Add : Issue of share pursuant to acquisition of non controlling interest in Mastek Enterprise Solutions Private Limited (Formerly known as Trans American Information 13
Systems Private Limited) (Refer note 41)
(b) (` in lakhs)
Reserve and Surplus OCI
Effective Fair value of
Capital Share options Remeasurement
Particulars Securities General Retained Other portion of changes in Total other
redemption outstanding of defined
premium Reserve earnings reserves cash flow other financial equity
reserve account benefit plans
hedge instruments
Balance as at April 1, 2022 1,539 32,951 1,144 - 21,577 - 336 943 188 58,678
Issue of equity share on exercise of employee share - 235 - - - - - - - 235
option
Employee share-based compensation - - 563 - - - - - - 563
Transferred to securities premium on exercise of - 327 (327) - - - - - - -
shares under the employee stock option
Profit for the year - - - - 13,214 - - - - 13,214
Cash dividends - - - - (5,741) - - - - (5,741)
ESOP adjustments * - - (22) 22 - - - - - -
Other comprehensive income (net of taxes) - - - - - - 65 (16) (188) (139)
Standalone Statement of Changes In Equity
Issue of share pursuant to acquisition of non - 5,937 - - - - - - 5,937

controlling interest in Mastek Enterprise Solutions
Private Limited (Formerly known as Trans American
Information Systems Private Limited) (Refer note 41)
Balance as at March 31, 2023 1,539 39,450 1,358 22 29,050 - 401 927 - 72,747
(b) (` in lakhs)
Effective Fair value of
Capital Share options Remeasurement
Particulars Securities General Retained Other portion of changes in Total other
redemption outstanding of defined
premium Reserve earnings reserves cash flow other financial equity
reserve account benefit plans
hedge instruments
Balance as at April 1, 2021 1,539 4,788 1,763 - 18,530 19,169 246 (273) 940 46,702
Issue of share on exercise of employee share option - 159 - - - - - - - 159
Standalone Accounts
Employee share-based compensation - - 393 - - - - - - 393

Transferred to securities premium on exercise of - 923 (923) - - - - - - -
shares under the employee stock option
Profit for the year - - - - 7,711 - - - - 7,711
Cash dividends - - - - (4,753) - - - - (4,753)
ESOP adjustments * - - (89) - 89 - - - - -
OCI (net of taxes) - - - - - - 90 1,216 (752) 554
Issue of share capital on account of acquisition of - 18,957 - - - (19,169) - - - (212)
control of the business of ESPL (Refer note 41)
Issue of share pursuant to acquisition of non - 8,124 - - - - - - 8,124
controlling interest in Mastek Enterprise Solutions
Overview
Corporate
Private Limited (Formerly known as Trans American

Information Systems Private Limited) (Refer note 41)
Balance as at March 31, 2022 1,539 32,951 1,144 - 21,577 - 336 943 188 58,678
*ESOP adjustment reflects vested stock options lapsed during the year.
Reports
Statutory
Financial

Statements
Chairman Director
Partner
Information
Shareholder

181
Mastek Limited
Summary of Significant Accounting Policies and Other

Explanatory Information As at and for the year ended March 31, 2023
1 Company overview stated and “0” denotes amounts less than fifty
Mastek Limited (the ‘Company’) is a public limited thousands rupees.
company domiciled in India and incorporated under the These standalone financial statements are separate
provisions of the Companies Act, 1956. Its shares are financial statements of the Company under Ind AS
listed on the Bombay Stock Exchange (BSE) and National 27 “Separate Financial Statements” (‘Ind AS 27’).
Stock Exchange (NSE). The Company’s registered office
is located at 804/805, President House, Opp. C N b. Basis of preparation
Vidyalaya, Near Ambawadi Circle, Ahmedabad - 380 006,
The standalone financial statements have been
Gujarat, India. The Company is a provider of vertically-
prepared on a historical cost convention and on
focused enterprise technology solutions.
an accrual basis, except for the following material
The portfolio of the Company’s offering includes items that have been measured at fair value as
business and technology services comprising of required by relevant Ind AS:
Application Development, Application Maintenance,
i. Derivative financial instruments;
Business Intelligence and Data Warehousing, Testing
& Assurance and Legacy Modernisation. The Company ii. Certain financial assets and liabilities
carries out its operations in India and has its software measured at fair value; refer accounting policy
development centres in India at Mumbai, Pune, Chennai on financial instrument
and Mahape.
iii. Share based payment transactions;
2 Basis of preparation and presentation iv. Defined benefit and other long-term employee
benefits; and
a. Statement of compliance
v. Contingent consideration
These standalone financial statements have been
prepared in accordance with Indian Accounting All the assets and liabilities have been
Standards (“Ind AS”) prescribed under section 133 classified as current and non-current as per
of the Companies Act, 2013 (“the Act”) read with the Company’s normal operating cycle which
Companies (Indian Accounting Standards) Rules, does not exceed 12 months.
2015 and Companies (Indian Accounting Standards)
Amendment Rules, 2016, and the presentation and c. Use of estimate and judgement
disclosure requirement of Division II of Schedule The preparation of standalone financial statements
III to the Act and the guidelines issued by the in conformity with Ind AS requires management to
Securities and Exchange Board of India to the make judgments, estimates and assumptions that
extent applicable. The Company’s registered office affect the application of accounting policies and
is located at 804/805, President House, Opp. C N the reported amounts of assets, liabilities, income
Vidyalaya, Near Ambawadi Circle, Ahmedabad - 380 and expenses. Actual results may differ from these
006, Gujarat, India. estimates. Estimates and underlying assumptions
The Company has not given any loan or advance are reviewed on a periodic basis. Revisions to
in the nature of loan to its subsidiary or other accounting estimates are recognised in the period
entity during the year ended 31 March 2023 and 31 in which the estimates are revised and in any
March 2022. Therefore, disclosure under Regulation future periods affected. In particular, information
53(1)(f) of SEBI (Listing Obligations and Disclosure about significant areas of estimation, uncertainty
Requirements) Regulations, 2015 is not applicable. and critical judgments in applying accounting
policies that have the most significant effect on
The revision to standalone financial statements the amounts recognised in the standalone financial
is permitted by Board of Directors after obtaining statements is included in the following notes:
necessary approvals or at the instance of regulatory
authorities as per the provisions of the Act. (i) Revenue recognition: The Company applies
the percentage of completion method in
These standalone financial statements of the accounting for its fixed price contracts. Use
Company (“standalone financial statements”) as of the percentage of completion method
at and for the year ended March 31, 2023 were requires the Company to estimate the efforts
approved and authorised by the Company’s board or costs expended to date as a proportion
of directors on April 19, 2023. of the total efforts or costs to be expended.
All amounts included in the financial statements Efforts or costs expended have been used to
are reported in Indian rupees (in lakhs) except measure progress towards completion as there
share and per share data, unless otherwise is a direct relationship between input and

productivity. Provisions for estimated losses, (vi) Deferred taxes: Deferred tax is recorded on
if any, on uncompleted contracts are recorded temporary differences between the tax bases
in the period in which such losses become of assets and liabilities and their carrying
probable based on the expected contract amounts, at the rates that have been enacted
estimates at the reporting date. or substantively enacted at the reporting date.
The ultimate realisation of deferred tax assets
(ii) Income taxes: Significant judgments are
is dependent upon the generation of future
involved in determining the provision for
taxable profits during the periods in which
income taxes, including the amount expected
those temporary differences and tax loss carry
to be paid or recovered in connection with
forwards become deductible. The Company
uncertain tax positions.
considers the expected reversal of deferred
(iii) Defined benefit plans and compensated tax liabilities and projected future taxable
absences: The cost of the defined benefit income in making this assessment. The
plans, compensated absences and the present amount of the deferred tax assets considered
value of the defined benefit obligations realisable, however, could be reduced in
are based on actuarial valuation using the the near term if estimates of future taxable
projected unit credit method. An actuarial income during the carry forward period
valuation involves making various assumptions are reduced.
that may differ from actual developments in
(vii) Provisions: Provision is recognised when
the future. These include the determination
the Company has a present obligation as a
of the discount rate, future salary increases
result of past event and it is probable that an
and mortality rates. Due to the complexities
outflow of resources will be required to settle
involved in the valuation and its long-term
the obligation, in respect of which a reliable
nature, a defined benefit obligation is highly
estimate can be made. Provisions (excluding
sensitive to changes in these assumptions.
defined benefit obligation and compensated
All assumptions are reviewed at each
expenses) are not discounted to its present
reporting date.
value and are determined based on best
(iv) Property, plant and equipment: Property, estimate required to settle obligation at the
plant and equipment represents a significant balance sheet date. These are reviewed at
proportion of the asset base of the Company. each balance sheet date adjusted to reflect
The change in respect of periodic depreciation the current best estimates.
is derived after determining an estimate
(viii) Share-based payments: At the grant date,
of an assets expected useful life and the
fair value of options granted to employees
expected residual value at the end of its
is recognised as employee benefit expense,
life. The useful lives and residual values of
with corresponding increase in equity,
the Company’s assets are determined by the
over the period that the employee become
management at the time the asset is acquired
unconditionally entitled to the option. The
and reviewed periodically, including at each
increase in equity recognised in connection
financial year end. The lives are based on
with share based payment transaction is
historical experience with similar assets
presented as a separate component in equity
as well as anticipation of future events,
under “share option outstanding account”. The
which may impact their life, such as changes
amount recognised as expense is adjusted to
in technology.
reflect the impact of the revision in estimates
(v) Expected credit losses on financial assets: based on number of options that are expected
On application of Ind AS 109, the impairment to vest, in the standalone statement of profit
provisions of financial assets are based and loss with a corresponding adjustment
on assumptions about risk of default and to equity.
expected timing of collection. The Company
(ix) Leases: Ind AS 116 “Leases” requires
uses judgments in making these assumptions
lessees to determine the lease term as the
and selecting the inputs to the impairment
non-cancellable period of a lease adjusted
calculation, based on the Company’s past
with any option to extend or terminate the
history of collections, customer’s credit-
lease, if the use of such option is reasonably
worthiness, existing market conditions as well
certain. The Company makes an assessment
as forward looking estimates at the end of
on the expected lease term on a lease-by-
each reporting period.
lease basis and thereby assesses whether
Mastek Limited

it is reasonably certain that any options to d. Summary of significant accounting policies
extend or terminate the contract will be
exercised. In evaluating the lease term, (i) Functional and presentation currency
the Company considers factors such as Items included in the standalone financial
any significant leasehold improvements statements of the Company are measured
undertaken over the lease term, costs using the currency of the primary economic
relating to the termination of the lease and environment in which the entity operates (i.e.
the importance of the underlying asset to the “functional currency”). The standalone
Company’s operations taking into account financial statements are presented in Indian
the location of the underlying asset and the Rupee, the national currency of India, which is
availability of suitable alternatives. The lease the functional currency of the Company.
term in future periods is reassessed to ensure
that the lease term reflects the current (ii) Foreign currency transactions and balances
economic circumstances. Foreign currency transactions of the Company
(x) Evaluation of indicators for impairment of are accounted at the exchange rates prevailing
assets – The evaluation of applicability of on the date of the transaction. Monetary
indicators of impairment of assets requires assets and liabilities are translated at each
assessment of several external and internal reporting date based on the rate prevailing
factors which could result in deterioration of on such date. Gains and losses resulting from
recoverable amount of the assets. the settlement of foreign currency monetary
items and from the translation of monetary
(xi) Contingent liabilities – At each balance assets and liabilities denominated in foreign
sheet date, basis the management judgment, currencies are recognised in the standalone
changes in facts and legal aspects, the statement of profit and loss. Non-monetary
Company assesses the requirement of assets and liabilities are continued to be
provisions against the outstanding contingent carried at rates of initial recognition.
liabilities. However, the actual future outcome
may be different from this judgement. (iii) Financial instruments
(xii) Restructuring provision – Severance A. Initial recognition and measurement
liabilities as a result of reduction in work force The Company recognises financial assets and
are recognised when they are determined liabilities when it becomes a party to the
to be probable and estimable and create a contractual provisions of the instrument. All
constructive obligation about the execution financial assets (except trade receivables) and
of plan. On an ongoing basis, management financial liabilities are recognized at fair value
assesses the profitability of a business and on initial recognition. Transaction costs that
possibly may decide to restructure the are directly attributable to the acquisition
operations of such businesses. Significant or issue of financial assets and liabilities that
assumptions are used in determining are not measured at fair value through profit
the amount of the estimated liability or loss are added to the fair value on initial
for restructuring. recognition. Regular purchase and sale of
(xiii) Any provision/reversal of the contract asset financial assets are recognised on the trade
is done on the basis of specific identification date. Further, trade receivables are measured
method. As per management estimate billing at transaction price on initial recognition.
is done within one year from the end of the B. Subsequent measurement
financial year.
1. Non-derivative financial instruments
Estimates and judgements are continuously
evaluated. These are based on historical a. Financial assets carried at amortised cost
experience and other factors including A financial asset is subsequently measured at
expectation of future events that may amortised cost if it is held within a business
have financial impact on the company and model whose objective is to hold the asset in
that are believed to be reasonable under order to collect contractual cash flows and the
the circumstances. contractual terms of the financial asset give
rise on specified dates to cash flows that are
solely payments of principal and interest on
the principal amount outstanding.

b. Financial assets at fair value through Other hedge is ineffective, changes in fair value are
Comprehensive Income (FVOCI) recognised in the standalone statement of
A financial asset is subsequently measured profit and loss.
at fair value through other comprehensive The Company’s policy is to recognise transfers
income if it is held within a business into and transfers out of fair value hierarchy
model whose objective is achieved by both levels as at the end of the reporting period.
collecting contractual cash flows and selling
financial assets and the contractual terms For accounting policy related to fair value
of the financial asset give rise on specified hierarchy refer note 32.
dates to cash flows that are solely payments C. Derecognition of financial instruments
of principal and interest on the principal
The Company derecognises a financial asset
amount outstanding.
when the contractual right to receive the
c. Financial assets at Fair Value Through cash flows from the financial asset expire or it
Profit or Loss (FVTPL) transfers the financial asset.
A financial asset which is not classified in any A financial liability is derecognised when the
of the above categories are subsequently fair obligation under the liability is discharged,
valued through profit or loss. cancelled or expires.
d. Financial liabilities D. Offsetting of financial instruments:
Financial liabilities are subsequently carried Financial assets and financial liabilities are
at amortised cost using the effective interest offset and the net amount is reported in
method. For trade and other payables the balance sheet if there is a currently
maturing within one year from the balance enforceable legal right to offset the
sheet date, the carrying amounts approximate recognised amounts and there is an intention
fair value due to the short maturity of to settle on a net basis, to realise the assets
these instruments. and settle the liabilities simultaneously.
e. Derivative instruments E. Investment in subsidiary companies
The Company holds derivative financial Investment in subsidiaries is carried at cost in
instruments such as foreign exchange forward the separate financial statements.
contracts to mitigate the risk of changes in
exchange rates on foreign currency exposures. (iv) Current versus non-current classification
The counterparty for these contracts is
1. An asset is considered as current when it is:
generally a bank.
a. Expected to be realised or intended to be sold
These derivative instruments are designated
or consumed in the normal operating cycle, or
as cash flow hedges.
b. Held primarily for the purpose of trading, or
The hedge accounting is discontinued when
the hedging instrument are expired or sold, c. Expected to be realised within twelve months
terminated or no longer qualifies for hedge after the reporting period, or
accounting. The cumulative gain or loss on the
d. Cash or cash equivalents unless restricted
hedging instruments recognised in hedging
from being exchanged or used to settle a
reserve till the period hedge was effective
liability for at least twelve months after the
remains in cash flow hedging reserve until the
reporting period.
forecasted transaction occur. The cumulative
gain or loss previously recognised in the 2. All other assets are classified as non-current.
cash flow hedging reserve is transferred to
3. Liability is considered as current when it is:
profit or loss upon the occurrence of related
forecasted transactions. a. Expected to be settled in the normal
operating cycle, or
Changes in the fair value of the derivative
hedging instrument designated as a cash flow b. Held primarily for the purpose of trading, or
hedge are recognised in other comprehensive
c. Due to be settled within twelve months after
income and presented within equity in the
the reporting period, or
cash flow hedging reserve to the extent that
the hedge is effective. To the extent that the
Mastek Limited

d. There is no unconditional right to defer the Category Useful Life
settlement of the liability for at least twelve Office 5 years
months after the reporting period. equipment
4. All other liabilities are classified as non- Vehicles 5 years

current. Leasehold 5-15 years i.e. life of the asset
improvement or the primary period of lease
5. Deferred tax assets and liabilities are classified whichever is less
as non-current assets and liabilities. Leasehold land Lease term ranging from 95-99
years
6. All assets and liabilities have been classified as
current or non-current as per the Company’s In case of certain PPE, the Company uses
operating cycle and other criteria set out in useful life different from those specified in
Schedule III to the Act. Based on the nature of Schedule II of the Act which is duly supported
services and the time between the acquisition by technical evaluation. The management
of assets for processing and their realisation believe that these estimated useful lives are
in cash and cash equivalents, the Company realistic and reflect fair approximation of
has ascertained its operating cycle as twelve the period over which the assets are likely to
months for the purpose of current and non- be used.
current classification of assets and liabilities.
Depreciation methods, useful lives and
(v) Property, Plant and Equipment (PPE) residual values are reviewed at each reporting
date. Depreciation on addition/disposals is
Property, plant and equipment are stated
calculated pro-rata from the date of such
at cost, less accumulated depreciation,
additions/disposals.
amortisation and impairment loss, if any.
Costs directly attributable to acquisition are Capital work-in-progress includes PPE under
capitalised until the PPE are ready for use, construction and not ready for intended use as
as intended by management. The cost of PPE on the balance sheet date.
acquired in a business combination is recorded
at fair value on the date of acquisition. (vi) Intangible assets
The fair value is taken as per the report Intangible assets acquired separately are
of independent valuer. The cost comprises measured at cost of acquisition. Identifiable
purchase price, borrowing cost if capitalisation intangible assets are recognised when it
criteria are met and directly attributable cost is probable that future economic benefits
of bringing the asset to its working condition attributed to the asset will flow to the
for the intended use. Company and the cost of the asset can
An item of PPE and any significant part initially be reliably measured. Following initial
recognised is derecognised upon disposal recognition, intangible assets are carried
or when no future economic benefits are at cost less accumulated amortisation and
expected from its use or disposal. Any gain impairment losses, if any. The amortisation
or loss arising on derecognition of the asset is of an intangible asset with a finite useful life
included in the standalone statement of profit reflects the manner in which the economic
and loss when the asset is derecognised. benefit is expected to be generated.
The estimated useful life of amortisable
The Company depreciates PPE over their intangibles are reviewed and where
estimated useful lives using the straight-line appropriate are adjusted, annually.
method. The estimated useful lives of assets
are as follows: Gains or losses arising from derecognition
of an intangible asset are measured as the
Category Useful Life difference between the net disposal proceeds
Building 25 - 30 years and the carrying amount of the asset on the
Computers 2 - 4 years date of disposal and are recognised in the
standalone statement of profit and loss when
Plant and 2 - 5 years
equipment the asset is derecognised.
Furniture and 5 years Amortisation on addition to intangible assets
fixtures or on disposal of intangible assets is calculated
pro-rata from the month of such addition or

up to the month of such disposal as the case measured at the present value of lease
may be. payments to be made over the lease
term. The lease payments include fixed
The estimated useful lives of the amortisable
payments (including in-substance fixed
intangible assets for the current and
payments) less any lease incentives
comparative periods are as follows:
receivable, variable lease payments
Category Useful Life and amounts expected to be paid under
Computer Software 1 - 5 years residual value guarantees. The lease
payments also include the exercise price
Depreciation on addition/disposals is of a purchase option reasonably certain
calculated pro-rata from the date of such to be exercised by the Company and
additions/disposals. payments of penalties for terminating
the lease, if the lease term reflects
(vii) Leases the Company exercising the option to
The Company has applied Ind AS 116 with terminate. Variable lease payments that
effect from April 1, 2019 using the modified do not depend on an index or a rate are
retrospective approach and therefore the recognised as expenses in the period in
comparative information was not restated and which the event or condition that triggers
continued to be reported under Ind AS 17. the payment occurs.
As a lessee In calculating the present value of

lease payments, the Company uses
The Company applies a single recognition and
its incremental borrowing rate at the
measurement approach for all leases, except
lease commencement date because
for short-term leases and leases of low-
the interest rate implicit in the lease
value assets. The Company recognises lease
is not readily determinable. After the
liabilities to make lease payments and right-
commencement date, the amount of
of-use assets representing the right to use the
lease liabilities is increased to reflect
underlying assets.
the accretion of interest and reduced for
the lease payments made. In addition,
i. Right of use assets
the carrying amount of lease liabilities
The Company recognises right-of-use is remeasured if there is a modification,
assets at the commencement date of a change in the lease term, a change
the lease (i.e., the date the underlying in the lease payments (e.g., changes to
asset is available for use). Right-of- future payments resulting from a change
use assets are measured at cost, less in an index or rate used to determine
any accumulated depreciation and such lease payments) or a change in the
impairment losses, and adjusted for any assessment of an option to purchase the
remeasurement of lease liabilities. The underlying asset.
cost of right-of-use assets includes the
amount of lease liabilities recognised, iii. Short-term leases and leases of low-
initial direct costs incurred, and lease value assets
payments made at or before the
The Company applies the short-term
commencement date less any lease
lease recognition exemption to its short-
incentives received. Right-of-use assets
term leases of PPE (i.e., those leases that
are depreciated on a straight-line basis
have a lease term of 12 months or less
over the shorter of the lease term and
from the commencement date and do not
the estimated useful lives of the assets,
contain a purchase option). It also applies
which are in accordance with the lives
the lease of low-value assets recognition
mentioned under (v) above.
exemption to leases of laptops, lease-
lines and office furniture and equipment
ii. Lease liabilities
that are considered to be low value.
At the commencement date of the lease, Lease payments on short-term leases and
the Company recognises lease liabilities leases of low-value assets are recognised
Mastek Limited

as expense on a straight-line basis over financial assets. Loss allowances for trade
the lease term. receivables with no significant financing
component is measured at an amount equal to
As a lessor: lifetime ECL. For contract assets management
Leases in which the Company does not is following Specific Identification Method
transfer substantially all the risks and given under Ind AS 109. For all other financial
rewards incidental to ownership of an assets, expected credit losses are measured
asset are classified as operating leases. at an amount equal to the 12 month expected
Rental income arising is accounted for on credit losses or at an amount equal to the
a straight-line basis over the lease terms. life time expected credit losses if the credit
Initial direct costs incurred in negotiating risk on the financial asset has increased
and arranging an operating lease are significantly since initial recognition.
added to the carrying amount of the
leased asset and recognised over the (ix) Employee benefits
lease term on the same basis as rental A. Long term employee benefits
income. Contingent rents are recognised
as revenue in the period in which they (a) Defined contribution plan
are earned. The Company has defined contribution plans
for post employment benefits in the form of
(viii) Impairment of assets provident fund, employees’ state insurance,
a. Non financial assets labour welfare fund and superannuation
fund in India which are administered through
Non financial assets are evaluated for
Government of India and/or Life Insurance
recoverability whenever events or changes
Corporation of India (LIC). Under the
in circumstances indicate that their carrying
defined contribution plans, the Company
amounts may not be recoverable. For
has no further obligation beyond making the
the purpose of impairment testing, the
contributions. Such contributions are charged
recoverable amount (i.e. the higher of the fair
to the standalone statement of profit and loss
value less cost to sell and the value in-use) is
as incurred.
determined on an individual asset basis unless
the asset does not generate cash flows that
(b) Defined Benefit Plan
are largely independent of those from other
assets. In such cases, the recoverable amount The Company has defined benefit plans
is determined for the cash generating unit for post employment benefits in the form
(CGU) to which the asset belongs. of gratuity for its employees in India.
The gratuity scheme of the Company
If such assets are considered to be impaired, is administered through Life Insurance
the impairment to be recognised in the Corporation of India (LIC). Liability/asset for
standalone statement of profit and loss defined benefit plans is recognised on the
is measured by the amount by which the basis of actuarial valuations, as at the balance
carrying value of the assets exceeds the sheet date, carried out by an independent
estimated recoverable amount of the actuary. The actuarial valuation method used
asset. An impairment loss is reversed in the by independent actuary which is the net of
standalone statement of profit and loss if the present value of defined obligation and
there has been a change in the estimates the fair value of plan assets. The actuarial
used to determine the recoverable amount. valuation method used by independent
The carrying amount of the asset is increased actuary for measuring the liability is the
to its revised recoverable amount, provided projected unit credit method.
that this amount does not exceed the carrying
amount that would have been determined Actuarial gains or losses are recognised in
(net of any accumulated amortisation or other comprehensive income. Further, the
depreciation) had no impairment loss been profit or loss does not include an expected
recognised for the asset in prior years. return on plan assets. Instead net interest
recognised in profit or loss is calculated by
b. Financial assets applying the discount rate used to measure
The Company recognise loss allowances using the defined benefit obligation to the net
the expected credit loss (ECL) model for defined benefit liability or asset. The discount

rate used is with reference to the market economic benefits will be required to settle
yields on government bonds for a term the obligations.
approximating with the term of the related
obligation. The actual return on the plan (x) Share based payments
assets above or below the discount rate is The Company determines the compensation
recognised as part of re-measurement of cost based on the fair value method in
net defined liability or asset through other accordance with Ind AS 102 Share Based
comprehensive income. Remeasurements Payment. The Company grants options to its
comprising of actuarial gains or losses and employees which will be vested in a graded
return on plan assets (excluding amounts manner and are to be exercised within a
included in net interest on the net defined specified period. The compensation cost is
benefit liability) are not reclassified to profit amortised on a graded basis over the vesting
or loss in subsequent periods. period. The share based compensation
expense is determined based on the
(c) Other long-term employee benefits Company’s estimate of equity instrument that
The employees of the Company are also will eventually vest.
entitled for other long-term benefit in the
The amounts recognised in “”share options
form of compensated absences as per the
outstanding account”” are transferred to share
policy of the Company. Employees are entitled
capital and securities premium upon exercise
to accumulate leave balance up to the upper
of stock options by employees. Where
limit as per the Company’s policies which
employee stock options lapse after vesting,
can be carried forward perpetually. Leave
an amount equivalent to the cumulative
encashment for employees gets triggered
cost for the lapsed option is transferred
on an annual basis, if the accumulated leave
from ‘Shares option outstanding account’ to
balance exceeds the upper limit of leave.
general reserve.
Further, at the time of retirement, death
while in employment or on termination
xi) Provisions, Contingent Liabilities and
of employment leave encashment vests
Contingent assets
equivalent to salary payable for number of
days of accumulated leave balance. Liability Provisions are recognised when the Company
for such benefits is provided on the basis of has a present obligation as a result of past
actuarial valuations, as at the balance sheet events, for which it is probable that an outflow
date, carried out by an independent actuary of resources embodying economic benefits
using the projected unit credit method. will be required to settle the obligation, and a
reliable estimate of the amount can be made.
B. Short-term employee benefits A disclosure for a contingent liability is made
The undiscounted amount of short term where there is a possible obligation that arises
employee benefits expected to be paid from past events and the existence of which
in exchange for the services rendered by will be confirmed only by the occurrence or
employees is recognised in the year during non occurrence of one or more uncertain
which the employee rendered the services. future events not wholly within the control
These benefits comprise compensated of the Company or a present obligation that
absences such as paid annual leave and arises from the past events where it is either
performance incentives. not probable that an outflow of resources
will be required to settle the obligation or
C. Termination benefits
a reliable estimate of the amount cannot
Termination benefits, including those in be made. Provisions are reviewed regularly
the nature of voluntary retirement benefits and are adjusted where necessary to reflect
or those arising from restructuring, are the current best estimates of the obligation.
recognised in the standalone statement of Where the Company expects a provision
profit and loss when the Company has a to be reimbursed, the reimbursement is
present obligation as a result of past event, recognised as a separate asset, only when
when a reliable estimate can be made of the such reimbursement is virtually certain.
amount of the obligation and it is probable
that an outflow of resources embodying Contingent asset is not recognised in the
Consolidated Financial Statement. However, it
Mastek Limited

is recognised only when an inflow of economic are distinct and allocate the transaction
benefits is probable. price to each performance obligation based
on its relative standalone selling price out
(xii) Revenue recognition of total consideration of the contract.
The Company derives revenue primarily Standalone selling price is determined utilising
from Information Technology services which observable prices to the extent available. If
includes IT Outsourcing services, support the standalone selling price for a performance
and maintenance services. The Company obligation is not directly observable, Company
recognises revenue over time, over the uses expected cost plus margin approach.
period of the contract, on transfer of control IT support and maintenance-
of deliverables (solutions and services) to
Contracts related to maintenance and support
its customers in an amount reflecting the
services are either fixed price or time and
consideration to which the Company expects
material. In these contracts, the performance
to be entitled. To recognise revenues,
obligations are satisfied, and revenues
Company applies the following five step
are recognised, over time as the services
approach: (1) identify the contract with
are provided. Revenue from maintenance
a customer, (2) identify the performance
contracts is recognised ratably over the
obligations in the contract, (3) determine the
period of the contract because the Company
transaction price, (4) allocate the transaction
transfers the control evenly by providing
price to the performance obligations in the
standard services.
contract, and (5) recognise revenues when a
performance obligation is satisfied. The term of the maintenance contract is
usually one year. Renewals of maintenance
Company accounts for a contract when it has
contracts create new performance obligations
approval and commitment from all parties,
that are satisfied over the term with the
the rights of the parties are identified,
revenues recognised ratably over the term.
payment terms are identified, the contract
has commercial substance and collectability of Any modification or change in existing
consideration is probable. performance obligations is assessed whether
the services is added to the existing contracts
Fixed Price contracts related to application
or not. The distinct services are accounted
development, consulting and other services
for as a new contract and services which are
are single performance obligation or a
not distinct are accounted for on a cumulative
stand-ready performance obligation, which
catch-up basis.
in either case is comprised of a series of
distinct services that are substantially Trade Receivable is primarily comprised
the same and have the same pattern of of billed and unbilled receivables (i.e. only
transfer to the customer (i.e. distinct days the passage of time is required before
or months of service). Revenue is recognised payment is due) for which the Company has
in accordance with the methods prescribed an unconditional right to consideration, net
for measuring progress i.e. percentage of of an allowance for doubtful accounts. A
completion method. Percentage of completion contract asset is a right to consideration that
is determined based on project costs incurred is conditional upon factors other than the
to date as a percentage of total estimated passage of time. Contract assets are presented
project costs required to complete the separately in the standalone financial
project. The cost expended (or input) method statements and primarily relate to unbilled
has been used to measure progress towards amounts on fixed-price contracts utilising
completion as there is a direct relationship the cost to cost method i.e. percentage
between input and productivity. Revenues of completion method (POCM) of revenue
relating to time and material contracts recognition. Contract liabilities consist of
are recognised as the related services advance payments and billings in excess of
are rendered. revenues recognised.
Multiple element arrangements- The difference between opening and

In contracts with multiple performance closing balance of the contract assets and
obligations, Company accounts for individual liabilities results from the timing differences
performance obligations separately if they between the performances obligation and
customer payment.

Cost to fulfil the contracts- Recurring tax losses can be utilized. Deferred income
operating costs for contracts with customers tax liabilities are recognised for all taxable
are recognised as incurred. Revenue temporary differences.
recognition excludes any government taxes
Current tax and deferred tax assets and
but includes reimbursement of out of
liabilities are offset when there is a legally
pocket expenses.
enforceable right to set off the recognised
Provision of onerous contract are recognised amount and there is an intention to settle the
when the expected benefits to be derived by asset and liability on a net basis.
the company from a contract are lower than
the unavoidable cost of meeting the future (xiv) Other income
obligations under the contract. The provision Other income comprises interest income on
is measured at present value of the lower of bank deposits, dividend income and gains /
the expected cost of terminating the contract (losses) on disposal of investments except
and the expected net cost of continuing with investments fair value through OCI property
the contract. plant and equipment, investment property
Other operating revenue includes revenue etc. Interest income is recognised using the
arising from Company’s ancillary revenue- effective interest method. Dividend income is
generating activities. Revenue from these recognised when the right to receive payment
activities are recorded only when Group is is established.
reasonably certain of such income.
(xv) Finance / Borrowing costs
(xiii) Income tax Finance costs comprise interest cost on
Tax expense for the year comprises of current borrowings, losses arising on re-measurement
tax and deferred tax. Current tax is measured of financial assets at FVTPL, losses on
by the amount of tax expected to be paid translation or settlement of foreign currency
to the taxation authorities on the taxable borrowings and changes in fair value and
profits after considering tax allowances and losses on settlement of related derivative
exemptions and using applicable tax rates and instruments. Borrowing costs that are not
laws. Deferred tax is recognised on timing directly attributable to a qualifying asset
differences between the accounting base and are recognised in the standalone statement
the taxable base for the year and quantified of profit and loss using the effective
using the tax rates and tax laws enacted interest method.
or substantively enacted as on the balance
sheet date. (xvi) Earnings per share
Basic earnings per share is calculated by
Deferred income tax asset (including asset
dividing the net profit or loss for the period
for Minimum Alternative Tax (MAT) credit) is
attributable to equity Shareholders of the
recognised using the balance sheet approach.
Company by the weighted average number of
Deferred income tax assets and liabilities
equity shares outstanding during the period.
are recognised for deductible and taxable
temporary differences arising between the tax For the purpose of calculating diluted earnings
base of assets and liabilities and their carrying per share, the net profit or loss for the period
amount in standalone financial statements, attributable to equity Shareholders of the
except when the deferred income tax arises Company and the weighted average number
from the initial recognition of goodwill or an of shares outstanding during the period,
asset or liability in a transaction that is not are adjusted for the effects of all dilutive
a business combination and affects neither potential equity shares.
accounting nor taxable profits or loss at the
time of the transaction. (xvii) Cash and cash equivalents
Deferred income tax asset is recognised to the Cash and cash equivalents include cash in
extent that it is probable that taxable profit hand, demand deposits with banks and other
will be available against which the deductible short term highly liquid investments with
temporary differences, and the carry original maturities of three months or less,
forward of unused tax credits and unused excluding bank overdraft.
Mastek Limited

(xviii) Investment Property Subsequently, the liability is measured at
Property that is held either for long term the higher of the amount of loss allowance
rental yield or for capital appreciation or determined as per impairment requirements
both, but not for sale in ordinary course of of Ind AS 109 and the amount recognised less,
the business, use in the production or supply when appropriate, the cumulative amount
of goods or services or for administrative of income recognised in accordance with the
purposes is classified as investment property. principles of Ind AS 115.
Upon initial recognition, an investment
property is measured at cost. Subsequent (xxii) Equity shares
to initial recognition, investment property Equity shares are classified as equity.
is measured at cost less accumulated Incremental costs directly attributable to
depreciation and accumulated impairment the issue of new shares or options are shown
loss, if any. Depreciation is provided in the in equity as a deduction, net of tax, from
same manner as PPE. the proceeds.
Any gain or loss on disposal of an investment

(xxiii) Exceptional items
property is recognised in standalone
statement of profit and loss. When items of income and expense within
profit or loss from ordinary activities are
(xix) Investment in Subsidiaries of such size, nature or incidence that their
disclosure is relevant to assist users in
Investments in subsidiaries are recognised at
understanding the financial performance
cost as per Ind AS 27 – ‘Separate Financial
achieved and in making projections of future
Statements’. Except where investments
financial performance, the nature and amount
accounted for at cost shall be accounted
of such material items are disclosed separately
for in accordance with Ind AS 105-‘ Non-
as exceptional items.
current Assets Held for Sale and Discontinued
Operations’, when they are classified as
(xxiv) Events after the reporting date
held for sale. Provision for impairment in
carrying value is evaluated and recognised in Where events occurring after the balance
a manner similar to impairment mentioned in sheet date provide evidence of conditions that
(vii) above. existed at the end of the reporting period, the
impact of such events is adjusted within the
(xx) Put option standalone financial statements. Where the
events are indicative of conditions that arose
The Company has written a put option over
after the reporting period, the amounts are
the equity instrument of a subsidiary, where
not adjusted, but are disclosed if those non-
the holders (non-controlling interests) of
adjusting events are material.
that instrument have the right to put their
instrument back to the Company at its fair
(xxv) Cash flow hedge
value on specified dates. The amount that
may become payable at each reporting date The effective portion of changes in the fair
under the option on exercise is recognised at value of derivatives that are designated and
present value as a written put option financial qualify as cash flow hedge is recognised in
liability with a corresponding charge directly other comprehensive income and accumulated
to investment. under cash flow hedge reserve. The Company
classifies its forward contract that hedge
(xxi) Financial guarantee contract foreign currency risk associated as cash flow
hedge and measures them at fair value. The
Financial guarantee contracts issued by the
gain or loss relating to the ineffective portion
Company are those contracts that require a
is recognised immediately in the standalone
payment to be made to reimburse the holder
statement of profit and loss and is included
for a loss it incurs because the specified
in the ‘other expense / other income’ line
debtor fails to make a payment when due
item. Amounts previously recognised in other
in accordance with the terms of a debt
comprehensive income and accumulated
instrument. Financial guarantee contracts are
in equity relating to effective portion (as
recognised initially as a liability at fair value,
described above) are reclassified to the
adjusted for transaction costs that are directly
standalone statement of profit and loss in
attributable to the issuance of the guarantee.

the periods when the hedged item affects purpose financial statements. The Company
the standalone statement of profit and loss, in does not expect this amendment to have any
the same line as the recognised hedged item. significant impact in its financial statements.
When the hedging instrument expires or is
Ind AS 12 – Income Taxes
sold or terminated or when a hedge no longer
meets the criteria for hedge accounting, The amendments clarify how companies
any cumulative deferred gain or loss at that account for deferred tax on transactions such
time remains in equity until the forecast as leases and decommissioning obligations.
transaction occurs and when the forecast The amendments narrowed the scope of the
transaction is no longer expected to occur, recognition exemption in paragraphs 15 and 24
the cumulative gain or loss that was reported of Ind AS 12 (recognition exemption) so that
in equity are immediately reclassified to it no longer applies to transactions that, on
standalone statement of profit and loss within initial recognition, give rise to equal taxable
other income. and deductible temporary differences. The
Company is evaluating the impact, if any, in
Recent accounting pronouncements its financial statements.
Ministry of Corporate Affairs (“MCA”) notifies
Ind AS 8 – Accounting Policies, Changes in
new standard or amendments to the existing
Accounting Estimates and Errors
standards under Companies (Indian Accounting
Standards) Rules as issued from time to The amendments will help entities to
time. On March 31, 2023, MCA amended the distinguish between accounting policies and
Companies (Indian Accounting Standards) accounting estimates. The definition of a
Rules, 2015 by issuing the Companies (Indian change in accounting estimates has been
Accounting Standards) Amendment Rules, replaced with a definition of accounting
2023, applicable from April 1, 2023, as below: estimates. Under the new definition,
accounting estimates are “monetary amounts
Ind AS 1 – Presentation of Financial in financial statements that are subject to
Statements measurement uncertainty”. Entities develop
The amendments require companies to accounting estimates if accounting policies
disclose their material accounting policies require items in financial statements to be
rather than their significant accounting measured in a way that involves measurement
policies. Accounting policy information, uncertainty. The Company does not expect
together with other information, is material this amendment to have any significant impact
when it can reasonably be expected to in its financial statements
influence decisions of primary users of general
Mastek Limited

e. Details of investments in subsidiary companies in accordance with Ind AS 27
Principal place of % ownership % ownership
Name of subsidiary business and country interest held as at interest held as at
of incorporation 31 March 2023 31 March 2022
Mastek Enterprise Solutions Private Limited (formerly known as Trans India 90% 80%
American Information Systems Private Limited)
Mastek (UK) Limited UK 100% 100%
Mastek Inc. USA 100% 100%
Trans American Information Systems Inc USA 100% 100%
Mastek Digital Inc. Canada 100% 100%
Mastek Arabia - FZ LLC Dubai 100% 100%
Evolutionary Systems Consultancy LLC* Abu Dhabi 49% 49%
Mastek Systems Pty Ltd (Formerly known as Evolutionary Systems Pty Australia 100% 100%
Ltd)
Evolutionary Systems Bahrain SPC Bahrain 100% 100%
Evolutionary Systems Egypt LLC Egypt 100% 100%
Evosys Kuwait WLLC* Kuwait 49% 49%
Evosys Consultancy Services Malaysia Malaysia 100% 100%
Newbury Cloud, Inc USA 100% 100%
Evolutionary Systems BV Netherlands 100% 100%
Evolutionary Systems Qatar WLL* Qatar 49% 49%
Evolutionary Systems Saudi LLC Saudi 100% 100%
Evolutionary Systems (Singapore) PTE. LTD. Singapore 100% 100%
Evolutionary Systems Company Limited (UK) UK 100% 100%
Evolutionary Systems Corp. USA 100% 100%
Evolutionary Systems Canada Limited Canada 100% 100%
Meta Soft Tech Systems Private Limited India 100% NA
Metasoftech Solutions LLC USA 100% NA
* Represents legal ownership as per the local laws of respective country. However, Company through its subsidiaries, is holding 100% of
the beneficial interest in these entities.

Explanatory Information As at and for the year ended March 31, 2023 (` in lakhs)
For current year ended March 31, 2023

3(a)(i) Property, plant and equipment
Gross Value (at cost) Depreciation/ Amortisation Net Value
Particulars As at As at As at As at As at As at
For the
April 1, Additions Disposal March 31, April 1, Disposal March 31, March 31, March 31,
year
2022 2023 2022 2023 2023 2022
a. Own assets :
Buildings (Refer note (iii)) 3,601 - - 3,601 1,895 130 - 2,025 1,576 1,706
Computers 2,601 338 (256) 2,683 2,047 518 (256) 2,309 374 554
Plant and equipment 2,150 216 (10) 2,356 2,084 63 (10) 2,137 219 66
Furniture and fixtures 4,295 107 (26) 4,376 4,231 59 (26) 4,264 112 64
Vehicles 594 95 (37) 652 337 96 (37) 396 256 257
Office equipment 1,628 71 (28) 1,671 1,467 114 (28) 1,553 118 161
Total ( A ) 14,869 827 (357) 15,339 12,061 980 (357) 12,684 2,655 2,808
b. Leased assets :
Leasehold land 386 - - 386 319 4 - 323 63 67
Leasehold improvements 328 595 - 923 325 51 - 376 547 3
Vehicles 41 - (17) 24 40 - (17) 23 1 1
Total ( B ) 755 595 (17) 1,333 684 55 (17) 722 611 71
Total ( A + B ) 15,624 1,422 (374) 16,672 12,745 1,035 (374) 13,406 3,266 2,879
3(a)(ii) Other intangible assets

Gross Value (at cost) Amortisation Net Value
For the
year
2022 2023 2022 2023 2023 2022
Computer software 1,228 47 - 1,275 1,044 220 - 1,264 11 184
Total 1,228 47 - 1,275 1,044 220 - 1,264 11 184
3(b) Right-of-use assets

Gross Value (at cost) Depreciation Net Value
For the
year
2022 2023 2022 2023 2023 2022
Building 142 - - 142 90 30 - 120 22 52
Total 142 - - 142 90 30 - 120 22 52
For previous year ended March 31, 2022

For the
year
2021 2022 2021 2022 2022 2021
a. Own assets :
Buildings (Refer note (iii)) 3,601 - - 3,601 1,765 130 - 1,895 1,706 1,836
Computers 2,033 654 (86) 2,601 1,823 310 (86) 2,047 554 210
Plant and equipment 2,154 - (4) 2,150 2,022 66 (4) 2,084 66 132
Furniture and fixtures 4,332 0 (37) 4,295 4,183 85 (37) 4,231 64 149
Vehicles 395 199 - 594 255 82 - 337 257 140
Office equipment 1,637 7 (16) 1,628 1,352 131 (16) 1,467 161 285
Total ( A ) 14,152 860 (143) 14,869 11,400 804 (143) 12,061 2,808 2,752
b. Leased assets :
Leasehold land 386 - - 386 315 4 - 319 67 71
Leasehold improvements 328 - - 328 324 1 - 325 3 4
Vehicles 58 - (17) 41 57 - (17) 40 1 1
Total ( B ) 772 - (17) 755 696 5 (17) 684 71 76
Total ( A + B ) 14,924 860 (160) 15,624 12,096 809 (160) 12,745 2,879 2,828
Mastek Limited


For the
year
2021 2022 2021 2022 2022 2021
Computer software 877 351 - 1,228 677 367 - 1,044 184 200
Total 877 351 - 1,228 677 367 - 1,044 184 200

For the
year
2021 2022 2021 2022 2022 2021
Building 142 - - 142 60 30 - 90 52 82

Total 142 - - 142 60 30 - 90 52 82
Notes:
(i) Refer note 11 and 13 for information on vehicles provided as collateral or security for borrowings or finance facilities availed by the Company.
(ii) Refer note 38 for capital commitments.
(iii) For the year ended March 31, 2023 and year ended March 31, 2022, Building (Own assets) includes Chennai property mortgaged as security
for loan availed by subsidiary. The net carrying value of the property is ` 829 lakhs (March 31, 2022: ` 883 lakhs)
(iv) All the title deeds of the immovable properties are held in the name of the Company
Non-current assets
3(c). Capital work-in-progress (CWIP)
As at As at
Particulars
March 31, 2023 March 31, 2022
Capital work-in-progress 433 428

433 428
Balance as at the beginning of the year 428 154
Addition during the year 309 320
Less: Capitalised during the year (304) (46)
Balances at the end of the year 433 428
CWIP ageing schedule

As at March 31, 2023
Amount in CWIP for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 years
i Projects in progress 309 42 - - 351

ii Projects temporarily suspended* - - - 82 82
Total 309 42 - 82 433

Particulars Total
i Projects in progress 320 18 8 - 346

Total 320 18 8 82 428
*Represents approval cost incurred for obtaining permission for construction of additional area at the Company’s Mahape, MIDC Mumbai property,
which will be utilised on need basis in the future.
There is no capital-work-in progress, whose completion is overdue or has exceeded its cost compared to its original plan as at 31 March 2023 and 31
March 2022.

3(d) Investment properties

As at As at
Particulars
March 31, 2023 March 31, 2022
(A) Investment properties (at cost less accumulated depreciation) (Refer note (i) below)
Gross block
Opening 1,136 1,136
Additions - -
Disposal (1,134) -
Closing 2 1,136
Accumulated depreciation
Opening 722 686
Depreciation for the year 18 36
Disposal (738) -
Closing 2 722
Net block - 414
(B) Fair value of investment properties by an independent valuer (Refer note (ii) below)
(i) Fair value of investment properties - 5,161
(ii) Valuation method used by the independent valuer (Refer note (iii) below) - Sale Comparison
Method
The amounts recognised in the standalone statement of profit and loss account for:
(i) rental income from investment properties 227 287
(ii) direct operating expenses (including repairs and maintenance) arising from investment properties - 44
that generated rental income during the period; and
(iii) direct operating expenses (including repairs and maintenance) arising from investment properties - -
that did not generate rental income during the period.
Depreciation Method used SLM SLM
Useful lives or depreciation rates used 28 years 28 years
Notes:
i) Valuation for Prabhadevi, Mumbai property is not carried out since the rental and carrying value are not significant and the same is not
mortgaged as security. The said property is let out for generating rental income.
ii) For the previous year ended March 31, 2022, Investment properties included Pune property mortgaged as security for loan availed by
subsidiary. The valuation was based on valuations performed by Muzoomdar Associates Private Limited, an accredited independent valuer.
Muzoomdar Associates Private Limited, is a specialist in valuing these types of investment properties and is a registered valuer as defined
under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. A valuation approach in accordance with the Indian Accounting
Standards was applied. The aforementioned property was sold in September 29, 2022.
The Company has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or
develop investment properties or for repairs, maintenance and enhancements.
Description of valuation techniques used and key inputs to valuation on investment properties:
Investment property Valuation technique Significant unobservable Inputs Range

B1/B2, 2nd
Floor, Kumar Cerebrum, Sale Comparison Method Market rate in this building per sq. ft. ` 10,000 to
Kalyani Nagar, Pune of built up area ` 11,500
(` 11,000)
The direct comparison approach involves a comparison of the subject property to similar properties that have actually sold in arms – length
transactions or are offered for sale. This approach demonstrates what buyers have historically been willing to pay (and sellers willing to
accept) for similar properties in an open and competitive market and is particularly useful in estimating the value of the land and properties
that are typically traded on a unit basis. Statute and case laws define a market value standard for assessment. In assessment litigation, under
the “rules of evidence” a bona fide sale of the subject property is usually considered the best evidence of market value. In the absence of
a sale of the subject, sales prices of comparable properties are usually considered the best evidence of market value. Consequently, the
comparative sale approach is the preferred approach when sales data are available. The comparative sale approach models the behaviour of
the market by comparing the properties being appraised with similar properties that have recently been sold (comparable properties) or for
which offers to purchase have been made. Comparable properties are selected for similarity to the subject property by way of attributes,
such as the age, size, quality of construction, building features, condition, design, gentry, etc. Their sale prices are then adjusted for their
difference from the subject. Finally a market value for the subject is estimated from the adjusted sales price of the comparable properties.
The economic principles of supply and demand provide a framework for understanding how the market works. The interaction of supply and
demand factors determines property value.
Mastek Limited

3(e). Investment in Subsidiaries at cost (unquoted)

As at As at
Particulars
March 31, 2023 March 31, 2022
Mastek (UK) Limited
200,000 (March 31, 2022 - 200,000) equity shares of £ 1 each, fully paid up 216 216
Mastek Enterprise Solutions Private Limited (MESPL) (formerly known as Trans American Information
System Private Limited)
34,520 (March 31, 2022 - 34,520) equity shares of `1 each, fully paid up 1,187 1,187
100,000 (March 31, 2022 - 50,000) equity shares of `1 each, fully paid up (on account of buyout of 2/3 36,269 18,174
MESPL Cumulative Convertible Preference Shares (CCPS)
Deemed equity in MESPL {(42,35,294 (March 31, 2022 - 42,35,294) fully paid up equity shares of ` 5 26,988 26,988
each of the Company (share issued against the part discharge of consideration for acquisition) and Fair
valuation of put option liability as at date of transaction consummation} (Refer note 41)
Meta Soft Tech Systems Private Limited (Refer note 41) 2,723 -
67,383 46,565
Aggregate carrying value of quoted investments - -
Aggregate carrying value of unquoted investments 67,383 46,565
Aggregate amount of impairment in value of investments - -
4 Financial assets
As at As at
Particulars
March 31, 2023 March 31, 2022
a) Investments
(A) Investment in mutual funds at FVOCI (unquoted):
HDFC Short Term Debt Fund - Regular Plan - Growth - 402
(Nil units, March 31, 2022 - 1,563,507 units)
IDFC Low Duration Fund - Growth
(Nil units, March 31, 2022 - 1,987,665 units) - 623
- 1,025
(B) Investment in bonds at amortised cost (unquoted):
8.5% - Bond with State Bank of India 53 52
53 52
Aggregate carrying value of unquoted investments (A + B) 53 1,077
b) Other financial assets - Non current
Advances to employees 2 3
Foreign exchange forward contract 629 792
Margin money deposit* 33 33
Security deposits 85 87
Guarantee commission receivable 94 219
843 1,134
*Note: Margin money is towards bid bonds and performance guarantee


5 Other non-current assets

As at As at
Particulars
March 31, 2023 March 31, 2022
Capital advances - 14
Advances other than capital advance
Prepaid expenses 32 14
128 124
Current assets
6 Financial assets
a) Investments
As at March 31, 2023 As at March 31, 2022
Particulars
Units Amount Units Amount
(i) Investment in mutual funds

Investment in mutual funds at FVTPL (unquoted):
Kotak Savings Fund - Growth - - 2,93,604 102
Kotak Corporate Bond Fund Standard Growth (Regular - - 19,81,675 844
Plan)
HDFC Corporate Bond Fund - Regular Plan - Growth - - 18,59,914 486
Total (A) - 1,432
(ii) Investment in bonds at amortised cost (unquoted) :
10.90% bond with Punjab & Sind Bank - 57
Total (B) - 57
Aggregate amount of quoted investments - -
Aggregate carrying value of unquoted investments in - 1,432
mutual funds (A)
Aggregate carrying value of unquoted Investment in - 57
bonds at cost (B)
Grand Total - 1,489
Refer note 33 for information on market risk.
b. Trade receivables
As at As at
Particulars
March 31, 2023 March 31, 2022
Unsecured
Considered Good - Unsecured 3,757 5,652
Trade receivable - credit impaired 553 290
Less: Allowance for bad and doubtful debts (553) (290)
3,757 5,652
Mastek Limited

Ageing Schedule as at 31 March, 2023

Outstanding for following periods from due date of transactions
Particulars Current but Less than 6 6 Months to More than 3 Total
1-2 Years 2-3 Years
not due Months 1 year Year
i. Undisputed Trade Receivables - 183 3,329 12 - - - 3,524

Considered Good
ii. Undisputed Trade Receivables – - - - - - - -
which have significant increase in
credit risk
iii. Undisputed Trade receivable – - 280 54 - 13 34 381
credit impaired
iv. Disputed Trade receivables - - - - - - 70 70
considered good
v. Disputed Trade receivables – which - - - - - - -
have significant increase in credit risk
vi. Disputed Trade receivables – credit - - - - 17 155 172
impaired
Total 183 3,609 66 - 30 259 4,147
Add: Unbilled trade receivables 163
(undisputed)
Less: Allowance for doubtful trade (553)
receivables
3,757

1-2 Years 2-3 Years
i. Undisputed Trade Receivables - 253 5,190 77 - - - 5,520

Considered Good
credit risk
iii. Undisputed Trade receivable – - - 22 42 48 7 119
credit impaired
iv. Disputed Trade receivables - - - - - 36 34 70
considered good
vi. Disputed Trade receivables – credit - - - 4 6 161 171
impaired
Total 253 5,190 99 46 90 202 5,880
Add: Unbilled trade receivables 62
(undisputed)
Less: Allowance for doubtful trade (290)
receivables
5,652
Notes:
(i) Company has a history of collecting all receivables in the age group of less than 6 months. Management has evaluated allowance for bad
and doubtful debts on receivables having age of more than 6 months, which have significant increase in credit risk or are credit impaired.
Accordingly, all trade receivables outstanding for more than 6 months have been fully provided, except immaterial balances considered
recoverable on specific basis.
(ii) No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person, nor
any trade or other receivable are due from firm or private companies respectively in which director is partner, a director or a member. Trade
receivables are non-interest bearing.
(iii) Refer note 33 for information on credit risk and market risk.
(iv) Refer note 13 for information on assets provided as collateral or security for borrowings or finance facilities availed by the Company.
(v) Refer note 29 for outstanding with related parties.

c. Cash and cash equivalents and other bank balances

As at As at
Particulars
March 31, 2023 March 31, 2022
c. (i). Cash and cash equivalents

Cash on hand 1 1
Bank balances
In current accounts 691 1,569
692 1,570
c. (ii). Bank balances, other than cash and cash equivalents
Bank balances in unclaimed dividend account 51 48
Bank balance in deposit accounts 3 3,288
Total 54 3,336
Notes:
(i) Refer note 33 for information on credit risk and market risk.
(ii) There are no repatriation restrictions with regards to cash and cash equivalents.
d. Other financial assets - Current

As at As at
Particulars
March 31, 2023 March 31, 2022
Interest accrued on bank deposits 2 116
Margin money deposit* 2 2
Guarantee Commission receivable 134 206
Rent receivables 2 6
Other receivable from subsidiaries, net (Refer note 29) 240 209
Total 1,136 1,119
*Margin money is towards bid bonds and performance guarantee
Notes:
(ii) Refer note 13 for information on assets provided as collateral or security for borrowings or finance facilities availed by the Company.
7 Contract assets
As at As at
Particulars
March 31, 2023 March 31, 2022
Contract assets - 396

- 396
As at As at
Particulars
March 31, 2023 March 31, 2022
Unsecured and considered good - 396

Unsecured and considered doubtful - -
- 396
Mastek Limited

8 Other current assets

As at As at
Particulars
March 31, 2023 March 31, 2022

Input tax credit 833 714
Advances to suppliers 630 410
Interest on Income tax refunds 185 185
Others - 101
2,028 1,751
Note:
i) Others during the year is Nil (March 31,2022 ` 101 lakhs mainly consists of accrued rent for Pune property).
9 Equity share capital

As at As at
Particulars
March 31, 2023 March 31, 2022
Authorised:
40,000,000 (March 31, 2022: 40,000,000) equity shares of ` 5 each 2,000 2,000
2,000,000 (March 31, 2022: 2,000,000) preference shares of ` 100 each 2,000 2,000
4,000 4,000
Issued, subscribed and fully paid up :

30,524,827 (March 31, 2022 : 30,018,021) equity shares of ` 5 each fully paid 1,526 1,501
1,526 1,501
a) Reconciliation of the number of equity shares outstanding at the beginning and end of the year are as given below:
Particulars
No. of shares Amount No. of shares Amount
Equity shares
Balance as at the beginning of the year 30,018,021 1,501 25,232,889 1,262
Add: On account of exercise of employee stock option plans 186,054 9 295,083 14
Add: Issue of share capital on account of acquisition of control - - 4,235,294 212
of the business of Evolutionary Systems Private Limited (Refer
note 41)
Add : Issue of share pursuant to acquisition of non controlling 320,752 16 254,755 13
interest in Mastek Enterprise Solutions Private Limited
(Formerly known as Trans American Information Systems Private
Limited) (Refer note 41)
Balance as at the end of the year 30,524,827 1,526 30,018,021 1,501
(b) Rights, preferences and restrictions attached to equity shares

The Company has one class of equity shares having a face value of ` 5 per share. Each shareholder is eligible for one vote
per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the
ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders
are eligible to receive the remaining assets of the Company after distribution of all preferential amounts. The distribution
will be in proportion to the number of fully paid up equity shares held by the shareholders.

(c) Details of shares held by Promoters in the Company

As at March 31, 2023 As at March 31, 2022 % change during
Shares held by promoters at the end of the year
No. of shares % of holding No. of shares % of holding the year(*#)
Ashank Desai 3,384,167 11.1% 3,363,328 11.2% 0.6%

Ketan Mehta 2,274,100 7.5% 2,274,100 7.6% 0.0%
Girija Ram 1,753,280 5.7% 1,753,280 5.8% 0.0%
Radhakrishnan Sundar 1,340,800 4.4% 1,340,800 4.5% 0.0%
* Change during the year is determined based on number of shares acquired / sold during the year. The % of holding has undergone change mainly
due to additional shares issued during the year.
# % change during the year ended March 31, 2022 - Ashank Desai 1.0% , Ketan Mehta 0.0%, Girija Ram 0.0% and Radhakrishnan Sundar 0.0%.
(d) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
No. of shares % of holding No. of shares % of holding the year*
Ashank Desai 3,384,167 11.1% 3,363,328 11.2% 0.6%

Ketan Mehta 2,274,100 7.5% 2,274,100 7.6% 0.0%
Girija Ram 1,753,280 5.7% 1,753,280 5.8% 0.0%
Umang Tejkaran Nahata 1,655,840 5.4% 1,611,668 5.4% 2.7%
Smallcap World Fund, INC 2,403,500 7.9% - - 100.0%
(e) Shares reserved for issue under options

As at As at
Particulars
March 31, 2023 March 31, 2022
Number of shares to be issued under the employee stock option plans (Refer note 35) 5,09,883 7,13,804
5,09,883 7,13,804
Year of conversion of convertible securities

Particulars Year of conversion Number of events of conversion during the year
Plan VI 2026-27 1
2025-26 1
2024-25 2
2023-24 4
Plan VII 2031-32 4
2030-31 6
2029-30 8
2028-29 10
2027-28 8
2026-27 7
2025-26 6
2024-25 4
2023-24 5
Includes both vested as well as unvested options and year of conversion represents last date of exercise under ESOP scheme.
However, vested options can be exercised on or before the last exercise date for each tranche.
(f) Shares issued for consideration other than cash (during last 5 years)
As at As at
Particulars
March 31, 2023 March 31, 2022
Number of shares issued for acquisition (Refer note 41) 4,810,801 4,490,049
4,810,801 4,490,049
Mastek Limited

(g) Aggregate no. of shares allotted as fully paid up by way of bonus share issued or buy back
The Company has neither issued bonus shares nor there has been any buy back of shares during five years immediately
preceding March 31, 2023
10 Other equity
As at As at
Particulars
March 31, 2023 March 31, 2022
a) Capital redemption reserve 1,539 1,539

Non-distributable reserve into which amounts are transferred following the redemption or
purchase of a Company's own shares.
b) Securities premium 39,450 32,951
Amount received (on issue of shares) in excess of the face value has been classified as securities
premium.
c) Share options outstanding account 1,358 1,144
The share option outstanding account is used to record the value of equity-settled share based
payment transactions with employees. The amounts recorded in this account are transferred
to securities premium upon exercise of stock options by employees. In case of forfeiture,
corresponding balance is transferred to general reserve.
d) General reserve 22 -
This represents appropriation of profit by the Company
e) Retained earnings 29,050 21,577
Retained earnings comprises of the prior year's undistributed earning after taxes increased/
(decreased) by undistributed profits for the year
f) Other item of OCI 1,328 1,467
Other items of OCI consist of FVOCI financial assets and financial liabilities and remeasurement
of defined benefit assets and liabilities.
72,747 58,678
Distributions made and proposed
The Board of Directors at its meeting held on January 17, 2023 had declared an interim dividend of 140% (` 7 per equity share
of par value of ` 5 each). This has resulted in cash outflow of ` 2,129 lakhs. Further, the Board of Directors at its meeting held
on April 19, 2023 have recommended a final dividend of 240% (` 12 per equity share of par value of ` 5 each), which is subject
to approval by the shareholders at their ensuing Annual General Meeting. Proposed dividend on equity shares is not recognised
as a liability as at March 31, 2023. Dividend declared by the Company is based on profit available for distribution.
Non-current Liabilities
11 Financial Liabilities
As at As at
Particulars
March 31, 2023 March 31, 2022
a. Borrowings
Secured
Vehicle loans from bank [Refer note (i) below] 193 184
193 184
Notes:
(i) Loans from financial institution are secured by hypothecation of Monthly payment of equated monthly instalments beginning from the
assets (Vehicles) purchased there against. The Company has not month subsequent to taking the loan along with interest at 7.10% -
defaulted on any loans payable. 9.35% per annum is payable till Mar 2028.
(ii) Refer note 33 for liquidity risk and market risk.
(iii) Cash flow changes in liabilities arising from financing activities
(iv) There was no default in repayment of borrowings and interest during current and previous year.

Cash flows arising from financing activities

Particulars Lease liabilities Borrowings
As at April 1, 2021 89 134

Non cash movement: additions to lease liabilities 7 -
Cash flows (net) (38) 129
As at March 31, 2022 58 263
Non cash movement: additions to lease liabilities 3
Cash flows (net) (38) 8
As at March 31, 2023 23 271
b. Lease liabilities
As at As at
Particulars
March 31, 2023 March 31, 2022
Lease liabilities (Refer note 36) 23 23

23 23
Note:
(i) Refer note 33 for liquidity risk and market risk.
c. Other financial liabilities

As at As at
Particulars
March 31, 2023 March 31, 2022
Security and other deposits 5 162

Put Option Liabilities - Derivative (Refer note 32.1 and 41) - 874
Guarantee Liability payable 218 357
223 1,393
Note:
12 Provisions
As at As at
Particulars
March 31, 2023 March 31, 2022
Provision for employee benefits
Provision for gratuity (Refer note 27(a)) 1,102 838
1,102 838
Current liabilities
13 Borrowings
As at As at
Particulars
March 31, 2023 March 31, 2022
Secured:
Current maturities of vehicle loans from bank (Secured) (Refer note 11 (a)) 78 79
78 79
Notes:
(i) The Company has, during the year ended March 31, 2023, availed/renewed certain working capital facility from banks against which the
security has been created on current asset specified by the bankers. The Company has not utilised the facility and hence, no amount is
outstanding against the same as at March 31, 2023 (March 31, 2022 - ` Nil). The said working capital facility remains unutilised/ undrawn, thus
the Company is not required to file any quarterly return or statement with such banks.

Mastek Limited

14 Lease liabilities
As at As at
Particulars
March 31, 2023 March 31, 2022
Lease liabilities (Refer note 36) 0 35

0 35
Note:
15 Trade payables
As at As at
Particulars
March 31, 2023 March 31, 2022
Total outstanding dues of micro enterprises and small enterprises (Refer note 37) - -
Total outstanding dues of creditors other than micro enterprises and small enterprises (Refer note 29) 266 47
Accrued expenses 2,170 3,018
2,436 3,065
Trade payables are generally non interest bearing and are normally settled in line with applicable industry norm
Ageing Schedule as at March 31, 2023

Outstanding for following periods from date of transaction
Particulars Total
i. Total outstanding dues of MSME - - - - -

ii. Total outstanding dues of creditors other 240 - - 26 266
than MSME
iii. Disputed dues of MSME - - - - -
iv. Disputed dues of creditors other than - - - - -
MSME
Total 240 - - 26 266
Accrued expenses (undisputed and 2,170
related to creditors other than MSME)
Grand Total 2,436

Particulars Total
i. Total outstanding dues of MSME - - - - -

ii. Total outstanding dues of creditors other 11 - - 36 47
than MSME
iii. Disputed dues of MSME - - - - -
iv. Disputed dues of creditors other than - - - - -
MSME
Total 11 - - 36 47
Grand Total 3,065

16 Other financial liabilities

As at As at
Particulars
March 31, 2023 March 31, 2022
Unclaimed dividends (Refer note (i) below) 51 52

Security and other deposits - 8
Capital creditors 62 376
Other payables
Employee benefits payable 1,419 2,525
Guarantee Liability payable 139 198
1,671 3,159
Notes:
(i) There is no amount due for payment to Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at March 31,
2023. (March 31, 2022 - ` Nil)
17 Other current liabilities

As at As at
Particulars
March 31, 2023 March 31, 2022
Other advances
Deferred rent - 27
Others
Statutory dues 595 550
595 577
18 Provisions
As at As at
Particulars
March 31, 2023 March 31, 2022

Provision for leave entitlement* 913 786
Other Provision
Provision for cost overrun on contracts** 107 251
1,020 1,037
*Disclosure for movement in provision for leave entitlement
As at As at
Particulars
March 31, 2023 March 31, 2022
Opening provision at the beginning of the year 786 664

Created during the year (Refer note 27(b)) 244 216
Paid during the year (117) (94)
Closing provision at the end of the year 913 786
**Provision for cost overrun on contracts
As at As at
Particulars
March 31, 2023 March 31, 2022
Balance as at beginning of the year 251 255

Add: Provision reversed during the year (144) (4)
Balance as at end of the year 107 251
It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above, pending
occurrence of the default event or resolution of respective proceedings.
Mastek Limited

The provision for leave entitlement is presented as current since the Company does not have an unconditional right to defer
settlement for this obligation. However, based on past experience, the Company does not expect all employees to take the
full amount of accrued leave or require payment within the next 12 months.
19 Revenue from operations

Particulars
March 31, 2023 March 31, 2022
Sale of services
Information technology services 31,339 25,670
31,339 25,670
The table below presents disaggregated revenues from contracts with customers by customer location for each of the
Company’s business segments. Company believes this disaggregation best depicts how the nature, amount, timing and
uncertainty of revenues and cash flows are affected by industry, market and other economic factors.

Particulars
March 31, 2023 March 31, 2022
Revenue by geography
UK 25,865 22,365
North America 878 1,021
Middle East 47 61
Others 4,549 2,223
31,339 25,670

Particulars
March 31, 2023 March 31, 2022
Timing of revenue recognition

Transferred at a point in time 541 688
Transferred over a period of time 30,798 24,982
31,339 25,670
Notes:
i) The above figures have been extracted from MIS generated report, to compute Time & Material and Fix Bid Revenue.
Remaining performance obligation

As of March 31, 2023 the aggregate amount of transaction price allocated to remaining performance obligations, was ` 251
lakhs,(March 31, 2022 ` 285 lakhs) of which approximately 100% (March 31, 2022: 100%) is expected to be recognised as
revenues within 3 years.
Changes in contract assets are as follows:

Particulars
March 31, 2023 March 31, 2022
Balance at the beginning of the year 396 263

Invoices raised that were included in the contract assets balance at the beginning of the year (392) (98)
(Decrease)/ increase due to revenue reversed/ recognised during the year, excluding amounts billed (4) 231
during the year
Balance at the end of the year - 396

Changes in contract liabilities are as follows:

Particulars
March 31, 2023 March 31, 2022

Revenue recognised that was included in the contract liabilities balance at the beginning of the year (34) (311)
Increase due to invoicing during the year, excluding amounts recognised as revenue during the year 164 34
Balance at the end of the year 251 121
20 Other income
Particulars
March 31, 2023 March 31, 2022
Interest income
- On bank deposits 30 238
- On income tax refunds - 10
- On guarantee given 38 61
- On others 12 3
Profit on sale of current investments and gain on investment measured at FVTPL 396 1,637
Rental income* 234 287
Profit on sale of property, plant and equipment (net) 12 8
Net gain on foreign currency transactions and translation 83 52
Dividend income from Mastek UK Limited, subsidiary (Refer note 29) 5,714 4,721
Guarantee commission (Refer note 29) 198 191
Other non-operating income 620 146
7,337 7,354
* Rent income is net of provision of ` Nil (March 31, 2022: ` 130 lakhs)
21 Employee benefits expenses

Particulars
March 31, 2023 March 31, 2022
Salaries and wages 19,223 17,383

Contribution to provident and other funds (Refer note 27) 1,131 926
Staff welfare expense 764 304
21,259 18,806
22 Finance costs
Particulars
March 31, 2023 March 31, 2022
Interest on vehicle loans 21 15

Interest on lease liabilities (Refer note 36(ii)) 4 7
Bank charges 13 20
Interest on security deposit 6 12
44 54
Mastek Limited

23 Depreciation and amortisation expenses

Particulars
March 31, 2023 March 31, 2022
Property, plant and equipment (Refer note 3(a)(i)) 1,035 809

Right-of-use assets (Refer note 36 and 3 (b)) 30 30
Investment property (Refer note 3(d)) 18 36
Intangible assets (Refer note 3(a)(ii)) 220 367
1,303 1,242
24 Other expenses
Particulars
March 31, 2023 March 31, 2022
Recruitment and training expenses 470 485

Travelling and conveyance 403 230
Communication charges 113 131
Electricity 129 109
Consultancy and sub-contracting charges 395 336
Audit fees (Refer note 40) 67 47
Repairs
Buildings 182 187
Others 481 547
Insurance 202 160
Printing and stationery 12 9
Purchase of software license 152 130
Professional fees 1,756 702
Rent (Refer note 36 (iii)) 57 50
Advertisement and publicity 74 61
Provision for doubtful debts including Bad debts written off, net 345 53
Hire charges 25 18
Donation 128 102
Expenditure towards corporate social responsibility (CSR) activities (Refer note 42) 112 80
Miscellaneous expenses 266 43
5,369 3,480
25 Exceptional items - gain

Particulars
March 31, 2023 March 31, 2022
a. Net profit on sale of investment property 4,277 -

b. Gain on changes in fair value of put option liability (Refer note (i) below) 874 145
c. Reversal of settlement provision relating to revenue contract 713
5,864 145
Note:
(i) Revaluation impact of put option under written on CCPS of Mastek Enterprise Solutions Private Limited (Formerly known as Trans American
Information Systems Private Limited) for the year ended March 31, 2023 ` 874 lakhs (March 31, 2022: ` 145 lakhs)

26 Earnings Per Share (EPS)

Particulars
March 31, 2023 March 31, 2022
The components of basic and diluted earnings per share are as follows:
(a) Net profit attributable to equity shareholders 13,214 7,711
(b) Weighted average number of outstanding equity shares
Considered for basic EPS (in numbers) 30,136,006 27,706,663
Add : Effect of dilutive potential equity shares arising from outstanding stock options (in numbers) 544,548 722,080
Considered for diluted EPS (in numbers) 30,680,554 28,428,743
(c) Nominal value of each share (in `) 5 5
(d) Earnings per share (in `)
Basic 43.85 27.83
Diluted 43.07 27.13
27 Employee benefit plans

(a) Amount recognised in the standalone statement of profit and loss in respect of gratuity cost (defined benefit plan-
partially funded) is as follows:

Particulars
March 31, 2023 March 31, 2022
Gratuity cost
Service cost 308 266
Net interest on net defined liability 49 35
Net gratuity cost (Refer note 21) 357 301
Actuarial gain recognised in OCI 93 111
Amount shown as liability in the standalone balance sheet (Refer note 12)
Non current 1,102 838
Current - -
Total 1,102 838
Demographic assumptions used:

Particulars
March 31, 2023 March 31, 2022
Discount rate 7.40% 6.70%

Salary escalation 10% 10%
Retirement age 60 Years 60 Years
Mortality Rate Indian Assured Indian Assured
Lives Mortality Lives Mortality
(2012-14) (2012-14)
Leaving services
Age (Years)
March 31, 2023 March 31, 2022
21-30 21% 21%

31-40 15% 15%
41-50 17% 17%
51-59 10% 10%
Mastek Limited

The estimates of future salary increases, considered in actuarial valuation, takes into account inflation, seniority, promotion
and other relevant factors such as supply and demand factors in the employment market. The expected return on plan assets
is based on expectation of the average long term rate of return expected on investments of the fund during the estimated
term of the obligations.
The weighted average duration of the defined benefit obligation of the Company as at March 31,2023 is 6.04 years (March
31,2022 6.22 years).
The following table sets out the status of gratuity plan

Particulars
March 31, 2023 March 31, 2022
Obligation at the beginning of the year 2,343 2,232

Current service cost 308 266
Interest cost 146 132
Actuarial (gain) - due to change in financial assumption (109) (52)
Actuarial loss / (gain) due to change in experience 12 (51)
Benefits paid (225) (184)
Obligation at the end of the year 2,475 2,343
Change in plan assets (maintained by LIC)
Plan assets at the beginning of the year, at fair value 1,505 1,584
Interest income on plan assets 97 97
Remeasurement on plan assets less interest on plan assets (4) 8
Plan assets at the end of the year, at fair value 1,373 1,505
The experience adjustments, meaning difference between changes in plan assets and obligations expected on the basis of
actuarial assumption and actual changes in those assets and obligations are as follows:
As at As at
Particulars
March 31, 2023 March 31, 2022
Experience adjustment on plan liabilities - gain 97 103

Experience adjustment on plan assets - (loss) / gain (4) 8
Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions
constant, would have affected the defined benefit obligation by the amounts shown below:

Particulars
Increase Decrease Increase Decrease
Discount Rate (50 bps) (71) 79 (69) 77

Salary Growth (50 bps) 77 (69) 75 (67)
The sensitivity analysis is based on a change in one assumption while not changing all other assumptions. This analysis may not
be representative of the actual change in the defined benefit obligation as it is unlikely that the change in the assumptions
would occur in isolation of another since some of the assumptions may be co-related.

Maturity profile of defined benefit obligation:

As at As at
Particulars
March 31, 2023 March 31, 2022
1 year 360 317

2 year 321 335
3 year 297 277
4 year 301 257
5 year 318 251
6 year 258 262
7 year 247 212
8 year 289 209
9 year 214 236
10 years and beyond 1,637 1,488
i) The Company has setup an income tax approved irrevocable trust fund to finance the plan liability. The trustees of the
trust fund are responsible for the overall governance of the plan. Expected contribution to the Fund in FY 2023-24 is
` 200 lakhs. (FY 2022-23 ` 200 lakhs)
ii) Plan assets are investment in unquoted insurer managed funds.
Plan is governed by the Payment of Gratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit
at the time of retirement or termination of the employment on completion of five years or death while in employment.
The level of benefit provided depends on the member’s length of service and salary at the time of death/retirement/
termination age.
(b) The Obligation for compensated absence is recognised basis Company’s leave policy and net charge to the standalone
statement of profit and loss the year ended March 31, 2023 is ` 244 lakhs (March 31, 2022: ` 216 lakhs)

Particulars
March 31, 2023 March 31, 2022

(c) The Company contributed ` 774 lakhs for the year ended March 31, 2023 (` 625 lakhs March 31, 2022) for the defined
contribution plan, which includes contribution towards provided fund, employee state insurance commission and labour
welfare fund.
28 Income taxes
a) Income tax (credit) / expense in the standalone statement of profit and loss consists of:
Particulars
March 31, 2023 March 31, 2022
Current tax** 3,669 2,489

Deferred tax* (318) (613)
Income tax expense recognised in the standalone statement of profit or loss 3,351 1,876
Income tax credit / (expense) recognised in OCI (net) 57 (228)
* Includes MAT credit entitlement of ` 611 lakhs (March 31, 2022 ` 318 lakhs).
** During the year ended March 31, 2021, the Company has recognised a provision towards the possible impact of an uncertain tax treatment
based on the present status of the on-going proceedings of its Advance Pricing Arrangement with the tax authorities. Accordingly, ` 730 Lakhs was
provided as an impact for prior years, which will be adjusted based on additional facts and / or ultimate outcome. Current tax expense for the
year ended March 31, 2023 and March 31, 2022 includes impact for the same amounting to ` 836 lakhs and ` 776 lakhs respectively, recognised on
a similar basis. The matter is under discussion between the revenue authorities of the respective countries and pending ultimate conclusion, the
Company has recognized the provision on a best estimate basis. The accumulated provision as at March 31,2023 ` 2,759 lakhs (March 31, 2022 is
` 1923 lakhs).
Mastek Limited

b) The reconciliation between the provision of income tax of the Company and amounts computed by applying the
Indian statutory income tax rate to profit before taxes is as follows:
Particulars
March 31, 2023 March 31, 2022
Profit before tax 16,565 9,587

Enacted income tax rate in India 29.12% 29.12%
Computed expected tax expense 4,824 2,792
Effect of:
Expenses/ (income) that are not deductible/ taxable in determining taxable profit 21 (18)
Long Term Capital Gain (LTCG)/ Short Term Capital Gain (STCG) Indexation carried forward losses (409) (336)
adjusted
Dividend income subject to different tax rates (1,664) (1,375)
Tax provision related to Advance Pricing Arrangement 836 776
Revaluation of Put Option (255) -
Others (2) 37
Total income tax expense recognised in the standalone statement of profit and loss 3,351 1,876
c) The movement in deferred income tax assets and (liabilities) for the year ended March 31, 2023 is as follows:
Carrying value as at Changes through Changes through Carrying value as at
Particulars
April 01, 2022 profit or loss OCI March 31, 2023
Property, plant and equipment and other intangible assets 620 (293) - 327
Provision for doubtful debts 83 77 - 160
Provision for compensated absence/gratuity 472 143 (28) 587
Net gain on fair value of mutual funds (54) - 77 23
Cash flow hedge (389) - 8 (381)
MAT Credit entitlement 2,229 611 - 2,840
Others 323 (218) - 105
Total 3,284 320 57 3,661
The movement in deferred income tax assets and (liabilities) for the year ended March 31, 2022 is as follows:
Carrying value as at Changes through Changes through Carrying value as at
Particulars
April 01, 2021 profit or loss OCI March 31, 2022
Property, plant and equipment and other intangible assets 627 (7) - 620
Provision for doubtful debts 91 (8) - 83
Provision for compensated absence/gratuity 382 123 (33) 472
Net gain on fair value of mutual funds (519) 156 309 (54)
Cash flow hedge 115 - (504) (389)
MAT Credit entitlement 1,912 317 - 2,229
Others 291 32 - 323
Total 2,899 613 (228) 3,284
The Company offsets deferred tax assets and deferred tax liabilities if and only if it has legally enforceable right to set off the
said balances and Company’s intent is to settle on a net basis as to realise asset and liabilities simultaneously, and deferred
tax assets and deferred tax liabilities relate to the income tax levied by same tax authorities.

29 Related Party disclosures, as per Ind AS 24

Relationships have been disclosed where transactions have taken place and relationships involving control:
Name of Related Party Nature of relationship Country of Incorporation

Mastek (UK) Limited Subsidiary United Kingdom
Mastek Enterprise Solution Private Limited (formerly known as Subsidiary India
Trans American Information Systems Private Limited)
Mastek Inc. (formerly known as Digility, Inc.) Step-down Subsidiary United States of America
Trans American Information Systems, Inc. Step-down Subsidiary United States of America
Mastek Digility, Inc. Step-down Subsidiary Canada
Evolutionary Systems Canada Limited Step-down Subsidiary Canada
Meta Soft Tech Systems Private Limited (w.e.f August 01,2022) Subsidiary India
Metasoftech Solutions LLC (w.e.f August 01,2022) Step-down Subsidiary United States of America
Acquired through Business Transfer Agreement (BTA) (Refer note 41 (i) for manner and date of acquisition)
Mastek Arabia FZ LLC Step-down Subsidiary United Arab Emirates
Evolutionary Systems Consultancy LLC Step-down Subsidiary United Arab Emirates
Evolutionary Systems Egypt LLC Step-down Subsidiary Egypt
Evosys Kuwait WLL Step-down Subsidiary Kuwait
Evolutionary Systems Saudi LLC Step-down Subsidiary Kingdom of Saudi Arabia
Evolutionary Systems Bahrain WLL Step-down Subsidiary Bahrain
Acquired through Demerger Co-operation Agreement (DCA) (Refer note 41 (ii) for manner and date of acquisition)
Evolutionary Systems Company Limited Step-down Subsidiary United Kingdom
Newbury Cloud, Inc. Step-down Subsidiary United States of America
Evolutionary Systems Corp. Step-down Subsidiary United States of America
Evosys Consultancy Services (Malaysia) Sdn Bhd Step-down Subsidiary Malaysia
Evolutionary Systems Qatar WLL Step-down Subsidiary Qatar
Mastek Systems Pty Ltd (Formerly known as Evolutionary Step-down Subsidiary Australia
Systems Pty Ltd)
Evolutionary Systems BV Step-down Subsidiary Netherlands
Evolutionary Systems (Singapore) Pte. Ltd. Step-down Subsidiary Singapore
Key Management Personnel (KMP): Ashank Desai, Vice Chairman and Managing
Director (till March 31,2023)*
Arun Agarwal, Global Chief Financial Officer
(w.e.f May 31,2021)
Dinesh Kalani, Company Secretary
Global Chief Executive Officer (CEO): Hiral Chandrana, Global Chief Executive Officer
Directors: Ketan Mehta, Non Executive Director

Atul Kanagat, Non Executive Director (till Jan
17,2023)
Priti Rao, Non Executive Director
S. Sandilya, Non Executive Director (till March
3, 2023)
Rajeev Grover, Non Executive Director
Suresh Vaswani Non Executive Director (w.e.f
Dec 11,2022)
* Non executive Director and Chairman w.e.f. April 01, 2023

Mastek Limited

Enterprise where KMP has control: Mastek Foundation
Transactions with above related parties during the year were:-

Name of Related Party Nature of relationship
March 31, 2023 March 31, 2022
Mastek (UK) Limited Information Technology Services ^ 24,865 22,365

Others 49 73
Dividend received from subsidiary 5,714 4,721
Reimbursable / Other expenses recoverable 531 418
Guarantee commission ^ 203 227
Mastek, Inc. Information Technology Services ^ 447 563
Reimbursable / other expenses recoverable 164 96
Reimbursable / other expenses Payable 18 -
Guarantee given against loan availed by subsidiary* 24,651 -
Trans American Information Systems, Inc. Information Technology Services ^ 430 458
Others 36 11
Mastek Digital Inc. Reimbursable / other expenses recoverable 4 -
Mastek Enterprise Solution Private Limited Information Technology Services (excluding GST) 2,472 557
(formerly known as Trans American Information
Systems Private Limited)
Other Income - -
(excluding GST)
Reimbursable / other expenses Payable (excluding 167 -
GST)
Guarantee given for facility availed by subsidiary ^ - 111
Guarantee commission ^ 33 25
Consideration paid on behalf of subsidiary^^ 18,095 45,162
Mastek Arabia FZ LLC Information Technology Services ^ 7 -
Reimbursable / other expenses recoverable 0 -
Evolutionary Systems Consultancy LLC Information Technology Services ^ 59 61
Other expenses recoverable / (payable) - (6)
Evosys Consultancy Services (Malaysia) Sdn Bhd Information Technology Services ^ 192 18
Evolutionary Systems (Singapore) Pte. Ltd. Information Technology Services ^ 54 42
Evolutionary Systems Corp. Reimbursable / other expenses recoverable 38 -
Evolutionary Systems Company Limited-UK Reimbursable / other expenses recoverable 11 -
Mastek Systems Pty Ltd (Formerly known as Reimbursable / other expenses recoverable 8 -
Evolutionary Systems Pty Ltd)
Evolutionary Systems B.V. Reimbursable / other expenses recoverable 6 -
Evolutionary Systems Qatar WLL Reimbursable / other expenses recoverable 3 -
Evolutionary Systems Saudi LLC Reimbursable / other expenses recoverable 8 -
Metasoftech Systems Private Limited Information Technology Services ^ 4 -
Mastek Foundation Contribution towards CSR activities 240 182
Compensation of key management 644 696
personnel and directors of the Company

Balances outstanding are as follows:-

As at As at
March 31, 2023 March 31, 2022
Mastek (UK) Limited Trade receivables 361 4,144

Other receivables 43 224
Guarantee commission receivable ^ 146 324
Guarantee commission liability (at fair value) ^ 283 459
Guarantee given against Loan availed by subsidiary * 12,071 18,648
Mastek Inc. Trade receivables 141 56
Other / receivables 179 9
Guarantee given against Loan availed by subsidiary * 24,651 -
Trans American Information Systems, Inc. Other receivables 16 -
Trade receivables 121 96
Mastek Enterprise Solution Private Limited Trade receivables 2,200 547
(formerly known as Trans American Information
Other receivables 178 59
Guarantee commission receivable ^ 82 101
Guarantee commission liability (at fair value) ^ 74 96
Consideration paid on behalf of subsidiary^^ 63,257 45,162
Mastek Arabia FZ LLC Trade receivables 8 -
Other receivables 0.3 -
Evolutionary Systems Consultancy LLC Trade receivables 44 54
Other receivables 8 -
Evosys Consultancy Services (Malaysia) Sdn Bhd Trade receivables 149 28
Evolutionary Systems (Singapore) Pte. Ltd. Trade receivables 42 41
Evolutionary Systems Corp. Other receivables 38 -
Evolutionary Systems Company Limited-UK Other receivables 11 -
Mastek Systems Pty Ltd (Formerly known as Other receivables 8 -
Evolutionary Systems Pty Ltd)
Evolutionary Systems B.V. Other receivables 6 -
Evolutionary Systems Qatar WLL Other receivables 3 -
Evolutionary Systems Saudi LLC Other receivables 8 -
Metasoftech Systems Private Limited Trade receivables 84 -
Mastek Digital Inc. Other receivables 4 -
Compensation of key management personnel and 88 204
directors of the Company
All the transaction has been executed with the related parties are done at the arms length basis, for which prior approval of
Audit committee has been obtained.
Equity and equity like investments are not included in balances outstanding.
* The guarantees/security [refer notes 3(a)(i) and 39B have been given for loans availed by the subsidiary.
^ This includes foreign exchange adjustment / fair value adjustment.
^^ Consideration paid on behalf of subsidiary is pursuant to acquisition (Refer note 41)

Mastek Limited

Compensation of key management personnel and directors of the Company

Particulars
March 31, 2023 March 31, 2022
Salaries and other employee benefits * 457 450

Share based payment transactions 9 47
Director sitting fees 129 134
Director commission 49 65
Compensation to key management personnel 644 696
* The KMP’s are covered under the Companies gratuity policy, leave entitlement policy and bonus policy along with other eligible employee of the
Company. Proportionate amount of gratuity and compensated absences expenses and provision for gratuity and compensated absences, which are
determined actuarially are not mentioned in the aforementioned disclosure as these are computed for the Company as a whole.
30 Segment reporting
The Company has opted to present information relating to its segments in its consolidated financial statements which
are included in the same annual report. In accordance with Ind AS 108 - ‘Operating Segments’, no disclosures related to
segment are therefore presented in these standalone financial statements.
31 Financial instrument
The carrying value and fair value of financial instruments (other than ‘Investments in subsidiaries’) by categories as at
March 31, 2023 and March 31, 2022 is as follows:
Carrying Value Fair Value

Particulars
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Financial assets
Amortised cost
Trade receivable (net of provisions) 3,757 5,652 3,757 5,652
Cash and cash equivalents 692 1,570 692 1,570
Other bank balance 51 48 51 48
Other assets 525 796 525 796
Security deposits 107 122 107 122
Investment in term deposits 40 3,288 40 3,288
Investment in bonds 53 109 53 109
FVOCI
Investment in mutual funds - 2,457 - 2,457
Derivative assets 1,307 1,335 1,307 1,335
Total assets 6,532 15,377 6,532 15,377
Amortised cost
Borrowings 271 263 271 263
Lease liabilities 23 58 23 58
Trade payables 2,436 3,065 2,436 3,065
Other liabilities 1,894 3,678 1,894 3,678
FVTPL
Derivative liabilities - 874 - 874
Total liabilities 4,624 7,938 4,624 7,938

32 Fair value hierarchy

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair
value on recurring basis as at March 31, 2023 and March 31, 2022
Quantitative disclosures of fair value measurement hierarchy for financial instruments as at March 31, 2023:
Fair value measuring using

Particulars Date of valuation Total
Level 1 Level 2 Level 3
Financial assets measuring at fair value

Derivative assets
Foreign exchange forward contract March 31, 2023 1,307 - 1,307 -
FVTOCI financial assets designated at

fair value
Investment in mutual funds March 31, 2023 - - - -
Financial liabilities measuring at fair

value
Derivative liabilities March 31, 2023 - - - -
Foreign exchange forward contract March 31, 2023 - - - -
Quantitative disclosures of fair value measurement hierarchy for financial assets as at March 31, 2022:


Derivative Assets
Foreign exchange forward contract March 31, 2022 1,335 - 1,335 -
FVTOCI financial assets designated at

fair value
Investment in mutual funds March 31, 2022 2,457 2,457 - -

value
Derivative liabilities March 31, 2022 874 - 874 -
Foreign exchange forward contract March 31, 2022 - - - -
Mastek Limited

32.1 Description of valuation techniques used and significant unobservable input for valuation
Significant unobservable
Instrument Valuation technique Range (weighted average)
inputs
Financial liabilities For March 31, 2023 Long-term growth March 31, 2022: March 31, 2023:
measuring at fair DCF method rate for cash flows for WACC - 16%, WACC - 16.5%,
value - Derivative Put option has been valued at it's intrinsic subsequent years Terminal growth rate Terminal growth rate
instrument (Put value as at March 31, 2023 put option is out - 5% - 5%
option) of the money. Expected EBITDA
For March 31, 2022 volatility - 54.79%
DCF method
Monte Carlo simulation has been used to
simulate EBITDAs for each relevant financial
year.
Derivative instrument (Put option)

As at As at
Particulars
March 31, 2023 March 31, 2022
Balance at the beginning of the year 874 7,578

Less: Fair value gain recognised through profit and loss (874) (145)
Less: Fair value proportion for first tranche of CCPS buy-out of MESPL (Refer note 41) - (6,559)
Balance at the end of the year - 874
33 Financial risk management

The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s
primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its
financial performance. The Company’s management oversees the management of these risk and formulates the policies,
the Board of Directors and Audit Committee reviews and approves policies for managing each of these risks, which are
summarised below:
Market risk: Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of change in market prices. The primary market risk to the Company is foreign exchange risk.
Foreign currency risk

The Company’s exposure to risk of change in foreign currency exchange rates arising from foreign currency transactions,
is primarily with respect to the currencies which are not fixed. Foreign exchange risk arises from future commercial
transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of the
Company. The Company uses derivative financial instruments to mitigate foreign exchange related risk exposures. The
counter parties of these derivative instruments are primarily a bank. All derivative activities for risk management
purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the
Company’s policy that no trading in derivative for speculative purposes may be undertaken.
These derivative financial instruments are forward contracts and are qualified for cash flow hedge accounting when the
instrument is designated for hedge. Company has designated major portion of derivative instruments as cash flow hedges
to mitigate the foreign exchange exposure of forecasted highly probable cash flows.
Derivative financial instruments:

The Company holds derivative financial instrument i.e., foreign currency forward contracts to mitigate the risk of changes
in exchange rate on foreign currency exposure. The counterparty for these contracts is a bank. These derivative financial
instruments are valued based on inputs that is directly or indirectly observable in the marketplace.
The objective of hedge accounting is to represent, in the Company’s standalone financial statements, the effect of the
Company’s use of financial instruments to manage exposures arising from particular risks that could affect profit or loss.
As part of its risk management strategy, the Company makes use of derivative financial instruments for hedging the risk
arising on account of highly probable foreign currency forecasted sales.
The Company applies cash flow hedge to hedge the variability arising out of foreign currency exchange fluctuations on
account of highly probable foreign currency forecasted sales. Such contracts are designated as cash flow hedges.

The following table presents the aggregate contracted principal amounts of the Company’s derivative
contracts outstanding:
As at As at
Designated derivative instrument
March 31, 2023 March 31, 2022
Forward contract (Amount in GBP lakhs) 263 229
Number of contracts 352 352
Fair value in ` lakhs 1307 1,335
Forward Contracts covers part of the exposure during the period April 2023 - March 2027
Accounting for cash flow hedge

The objective of hedge accounting is to represent, in the Company’s financial statements, the effect of the Company’s
use of financial instruments to manage exposures arising from particular risks that could affect profit or loss. As part of
its risk management strategy, the Company makes use of derivative financial instruments for hedging the risk arising on
account of highly probable foreign currency forecasted sales.
The Company has a Board approved policy on assessment, measurement and monitoring of hedge effectiveness which
provides a guideline for the evaluation of hedge effectiveness, treatment and monitoring of the hedge effective position
from an accounting and risk monitoring perspective. Hedge effectiveness is ascertained at the time of inception of
the hedge and periodically thereafter. The Company assesses hedge effectiveness on prospective basis. The derivative
contracts have been taken to hedge foreign currency fluctuations risk arising on account of highly probable foreign
currency forecasted sales.
The Company determines the existence of an economic relationship between the hedging instrument and hedged item
based on the currency, amount and timing of their respective cash flows. The foreign exchange forward contracts are
denominated in the same currency as the highly probable forecasted sales. Further, the entity has included the foreign
currency basis spread and takes the forward rates in hedging relationship.
The Company applies cash flow hedge to hedge the variability arising out of foreign currency exchange fluctuations
on account of highly probable foreign currency forecasted sales. Such contracts are generally designated as cash
flow hedges.
The table below enumerates the Company’s hedging strategy, typical composition of the Company’s hedge portfolio, the
instruments used to hedge risk exposures and the type of hedging relationship:
Type of risk / Description of hedging Description of hedging Type of hedging
Hedged item Hedging instrument
hedge position strategy instrument relationship
Cash flow Highly probable Foreign currency Foreign exchange Forward contracts are Cash flow hedge
hedge of forecasted sales denominated in proceeds forward contracts contractual agreements
foreign from highly probable to buy or sell a specified
currency risk forecasted sales is financial instrument at a
converted into functional specific price and date
currency using a forward in the future. These are
contract. Functional customised contracts
currency of the Company transacted in the over–
is INR. the–counter market.
Net realised foreign exchange (gain) arising from hedging is accounted under revenue from operations as on March 31,
2023 ` 1,000 lakhs (March 31, 2022 ` 128 lakhs).
There was no hedge ineffectiveness during the year
As at As at
Mark-to-Market (losses) / gains
March 31, 2023 March 31, 2022
Opening balance of Mark-to-market gains receivable on outstanding derivative contracts 1,335 (398)
Less: Released from Hedging reserve account to standalone statement of profit and loss (1,000) (128)
Add: Changes in the value of derivative instrument recognised in OCI 972 1,861
Closing balance of Mark-to-market (losses payable) / gains receivable on outstanding derivative 1,307 1,335
contracts
Disclosed under:
Other current financial asset (Refer note 6(d)) 678 543
Other non-current financial asset (Refer note 4(b)) 629 792
1,307 1,335
Mastek Limited

Non-derivative financial instruments

The following table presents foreign currency risk from non- derivative financial instrument as of March 31, 2023 and
March 31, 2022.
Currency Amount in respective foreign currencies (in lakhs) Amount (` in lakhs)

Net assets / Net assets /
Financial assets Financial liabilities Financial assets Financial liabilities
(liabilities) (liabilities)
USD 5 (0) 5 419 (24) 395

GBP - - - - - -
AED 3 - 3 59 - 59
MYR 7 - 7 135 - 135
SGD 0 - 0 3 - 3
CAD 0 - - 4 - 4
EUR 0 - - 6 - 6
AUD 0 - - 8 - 8
QAR 0 - - 3 - 3
SAR 0 - - 8 - 8
Total (in INR) 646 (24) 622

USD 3 (1) 2 215 (98) 117

GBP 25 - 25 2,506 - 2,506
AED 3 3 54 - 54
MYR 1 1 17 - 17
Total (in INR) 2,792 (98) 2,694
For the guarantee issued by Mastek Limited on behalf of its wholly owned subsidiary, Mastek (UK) Limited, management
does not expect any liability against the same.
As at March 31, 2023 and March 31, 2022 respectively, every 1% increase/decrease of the respective foreign
currencies compared to functional currency of the Company would impact results by approximately ` 6 lakhs and ` 27
lakhs, respectively.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Company’s receivables from customers and investment
securities. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of
managing counter party credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the
counterparties, taking into account their financial position, past experience and other factors.
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
demographics of the customer, including the default risk of the industry and country in which the customer operates,
also has an influence on credit risk assessment and accordingly the Company’s accounts for the expected credit loss.
There are two customers which contribute for more than 10% of outstanding total accounts receivables aggregating
72.52% as at March 31, 2023 (74.50%, March 31, 2022).There is one customer which contributes for more than 10% of
revenue aggregating 84% as at March 31, 2023 (88%, March 31, 2022).

Particulars As at As at
(Movement of provision for expected credit loss) March 31, 2023 March 31, 2022
At the beginning of the year 290 318

Provision made / reversed during the year 263 (28)
At the end of the year 553 290
The following table gives details in respect of revenues generated from top customer and top 5 customers:

Particulars
March 31, 2023 March 31, 2022
Revenue from Top Customer 83% 87%

Revenue from Top 5 Customers 95% 94%
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The
Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet
its liabilities when due. Also, the Company has unutilized credit limits with banks. The Company’s corporate treasury
department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies
related to such risks are overseen by senior management. The management monitors the Company’s net liquidation
through rolling forecast on the basis of expected cash flows. Also, the probability that guarantee given by Mastek
Limited on behalf of Mastek (UK) Limited, wholly owned subsidiary (“Mastek UK”) for its borrowings, will be invoked is
very remote considering the financial strength of Mastek UK and its past history of timely repayment. Accordingly, such
guarantee is not impacting the liquidity risk profile of the company.
The Working Capital position of the Company is given below
As at As at
Particulars of current financial assets
March 31, 2023 March 31, 2022
Cash and cash equivalent 692 1,570

Other bank balances 54 3,336
Investment in mutual funds - 1,432
Investment in bonds - 57
Total 746 6,395
The table below provides details regarding the contractual maturities of significant financial liabilities as at March 31,
2023 and March 31, 2022:

Particulars
Less than 1 Year 1 Year and above
Borrowings 78 193
Trade payables 2,436 -
Lease liabilities 9 367
Other financial liabilities 1,671 223

Particulars
Borrowings 79 184
Other financial liabilities 3,159 1,393
Trade payables are generally non - interest bearing and are normally settled in line with respective industry norms.
Mastek Limited

Price risk
The Company is mainly exposed to the price risk due to its investment in mutual funds. The price risk arises due to
uncertainties about the future market values of these investments. These are exposed to price risk. The Company has
laid policies and guidelines which it adheres to in order to minimise price risk arising from investments in mutual funds.
As at As at
Particulars
March 31, 2023 March 31, 2022
Investments in Mutual funds - 2,457

Particulars
March 31, 2023 March 31, 2022
Price change by :
100 basis points increase - 25
100 basis points decrease - (25)
Interest rate sensitivity

The sensitivity analysis below have been determined based on exposure to interest rates for borrowings at the end of
the reporting year and the stipulated change taking place at the beginning of the year and held constant throughout the
reporting year in case of borrowings that have floating rates.
The Company does not have any borrowings with floating interest rate.
34 Capital management
The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business. The Company monitors the return on capital as well as the level of
dividends on its equity shares. The Company’s objective when managing capital is to maintain an optimal structure so as
to maximise shareholder value. The capital structure is as follows:
As at As at
Particulars
March 31, 2023 March 31, 2022
Total equity attributable to the Equity Share Holders of Company 74,273 60,179
As percentage of total Capital 99.64% 99.56%
Current loan and borrowing 78 79
Non current loan and borrowing 193 184
Total loans and borrowings 271 263
Total Cash and cash equivalent 692 1,570
% based on debt to total capital 0.36% 0.44%
% based on net debt to adjusted total capital (0.57%) (2.22%)
Total capital (borrowings and equity) 74,544 60,442
Total adjusted capital (borrowing - cash and cash equivalent + total equity) 73,852 58,872
The Company is predominantly equity financed which is evident from capital structure table. Further, the Company has
always been in a net cash position.

35 Employee Stock Based Compensation

i) Plan V
The Company introduced a new scheme in 2008 for granting 1,500,000 stock options to the employees, each option
representing one equity share of the Company. The vesting period of stock options will range from one year to four years
from the date of grant. The stock options are exercisable within a period of seven years from the date of vesting.
For the year ended March 31, 2023 For the year ended March 31, 2022
Particulars No. of share Weighted average No. of share Weighted average
options Exercise price options Exercise price
Outstanding options at beginning of the year 6,725 47 10,475 63

Granted during the year - - - -
Exercised during the year (6,225) 47 - -
Lapsed/Cancelled during the year (500) 47 (3,750) 91
Outstanding options at end of the year - 6,725 47
Options exercisable, end of the year - 6,725 47
ii) Plan VI
The Company introduced a new scheme in 2010 for granting 2,000,000 stock options to the employees, each option
Outstanding options at beginning of the year 73,309 120 1,18,091 114

Exercised during the year (9,296) 130 (20,769) 142
Lapsed/Cancelled during the year (24,094) 72 (24,013) 73
Outstanding options at end of the year 39,919 147 73,309 120
Options exercisable, end of the year 39,919 147 73,309 120
iii) Plan VII

The Company introduced a new scheme in 2013 for granting 2,500,000 stock options to its employees and employees of
its subsidiaries, each option giving a right to apply for one equity share of the Company on its vesting. The vesting period
of stock option will range from one year to four years from the date of grant. The stock options are exercisable within a
period of seven years from the date of vesting.
Outstanding options at beginning of the year 6,33,770 83 10,18,646 69

Granted during the year 54,860 5 14,530 5
Exercised during the year (1,70,533) 134 (2,74,314) 53
Lapsed/Cancelled during the year (48,133) 89 (1,25,092) 28
Outstanding options at end of the year 4,69,964 55 6,33,770 83
Options exercisable, end of the year 3,26,700 77 4,48,225 116
Note: The Company does not have a past practice of cash settlement for these ESOPs. The Company accounts for the ESOPs as an equity-
settled plan.
Mastek Limited

The following tables summarise information about the options/ shares outstanding under various programs as at March
31, 2023 and March 31, 2022, respectively:

Weighted average
Particulars No. of share remaining Weighted average
options contractual life in Exercise price
years
Plan VI 39,919 1.7 147

Plan VII 4,69,964 5.7 55

Weighted average
years
Plan V 6,725 0.3 47

Plan VI 73,309 2.1 120
Plan VII 6,33,770 5.8 83
The weighted average fair value of each unit under the plan, granted during the year ended March 31, 2023 was ` 2,091
(March 31, 2022 - ` 2,356) using the Black-Scholes model with the following assumptions:
As at As at
Particulars
March 31, 2023 March 31, 2022
Weighted average grant date share price (in `) 2,091 2,443

Weighted average exercise price (in `) 5 5
Dividend yield % 0.73% 0.58%
Expected life 3-7 years 3-7 years
Risk free interest rate % 703.00% 5.90%
Volatility % 5003.67% 51.35%
Volatility : Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during the
period. The measure of volatility is used in Black Scholes option pricing model is the annualised standard deviation of
the continuously compounded rates of return on the stock over a period of time. Company considered the daily historical
volatility of the Company’s stock price on NSE over the expected life of each vest.
Risk free rate : The risk free rate being considered for the calculation is the interest rate applicable for a maturity equal
to the expected life of the options based on zero coupon yield curve for government securities.
Expected life of the options: Expected life of the options is the period for which the Company expects the options
to be live. The minimum life of stock options is the minimum period before which the options can’t be exercised and
the maximum life of the option is the maximum period after which the options can’t be exercised. The Company has
calculated expected life as the average of the minimum and the maximum life of the options.
Dividend yield: Expected dividend yield has been calculated as a total of interim and final dividend declared in last year
preceding date of grant.
36 Leases
Company as a lessor
At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance lease. The
Company recognises lease payments received under operating leases as income on systematic basis over the lease term.
If an arrangement contains lease and non-lease components, the Company applies Ind AS 115 Revenue from contracts
with customers to allocate the consideration in the contract.

Company as lessee
The Company’s leased assets primarily consist of leases for office premises, guest houses, laptops, lease lines, furniture
and equipment. Leases of office premises and guest houses generally have lease term between 2 to 44 years (March
31, 2022 - 2 to 45 years). The Company has applied low value exemption for leases of laptops, lease lines, furniture and
equipment accordingly these are excluded from Ind AS 116, at present.
i) The carrying amounts of right-of-use assets recognised and the movements during the period (Refer note 3 (b))
ii) Below are the carrying amounts of operating lease liabilities (included under financial liabilities) and the movements
during the period:

Particulars
March 31, 2023 March 31, 2022

Additions during the year - -
Deletion during the year - -
Finance expense 3 7
Payments (38) (38)
Balance at the end of the year 23 58
Current 0 35
Non-current 23 23
The contractual maturity analysis of lease liabilities (Including amount not falling under IndAS 116) are disclosed herein on
an undiscounted basis:
As at As at
Particulars
March 31, 2023 March 31, 2022
Less than one year 9 67

More than one year less than 5 years 35 35
More than 5 years 332 341
The effective interest rate for lease liabilities as at March 31, 2023 is 11% (March 31, 2022 - 11%)
iii) The following are the amounts recognised in standalone statement of profit or loss:

Particulars
March 31, 2023 March 31, 2022
Depreciation expense of right-of-use assets 30 30

Interest expense on lease liabilities 4 7
Expense relating to short-term leases (included in other expenses) 57 50
Total amount recognised in Statement of profit and loss 91 87
The Company had total cash outflows for leases of ` 95 lakhs in FY 2022-23 (` 88 lakhs in FY 2021-22) including cash
outflow for short term and low value leases.
There are several lease agreements with extension and termination options, for which management exercises significant
judgement in determining whether these extension and termination options are reasonably certain to be exercised. Since
it is reasonable certain to exercise extension option and not to exercise termination option, the Company has opted to
include such extended term and ignore termination option in determination of lease term.
The maturity analysis of lease income are disclosed herein-
As at As at
Particulars
March 31, 2023 March 31, 2022
Lease income
Future minimum lease income under non-cancellable operating lease (in respect of properties):
Due within one year 7 405
Due later than one year but not later than five years 31 491
Total 38 896
Mastek Limited

37 Micro, Small and Medium Enterprises

The Company did not have dues to Micro and small suppliers registered as such under Micro, Small and Medium
Enterprises Development Act, 2006 (‘MSMED Act’). The disclosures pursuant to the said MSMED Act is as follows:
As at As at
Particulars
March 31, 2023 March 31, 2022
a) Principal amount remaining unpaid to any supplier at the end of the year - -
b) Interest due remaining unpaid to any supplier at the end of the year - -
c) the amount of interest paid by the buyer in terms of section 16 of the MSMED Act, 2006, - -
along with the amount of the payment made to the supplier beyond the appointed day
during the year
d) the amount of interest due and payable for the period of delay in making payment (which - -
have been paid but beyond the appointed day during the year) but without adding the
interest specified under the MSMED Act, 2006
e) the amount of interest accrued and remaining unpaid at the end of each accounting year - -
f) the amount of further interest remaining due and payable even in the succeeding years, - -
until such date when the interest dues above are actually paid to the small enterprise, for
the purpose of disallowance of a deductible expenditure under section 23 of the MSMED Act,
2006
Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” is
based on the information available with the Company regarding the status of registration of such vendors under the said
Act, as per the intimation received from them on requests made by the Company.
38 Capital commitment
Estimated amount of contracts remaining to be executed on capital account and not provided for as at March 31, 2023 is
` 336 lakhs (March 31, 2022: ` 395 lakhs).
39 A. Contingent liabilities
As at As at
Particulars
March 31, 2023 March 31, 2022
1. Claims against Company not acknowledged as debts

Disputed demands in respect of Sales tax (including pending litigation of various matters) 941 941
2. Provident fund
Based on the judgement by the Honourable Supreme Court dated February 28, 2019, past provident fund liability,
is not determinable at present, in view of uncertainty on the applicability of the judgement to the Company
with respect to timing and the components of its compensation structure. In absence of further clarification, the
Company has been advised to await further developments in this matter to reasonably assess the implications on its
financial statements, if any.
(i) The Company does not expect any cash outflows or any reimbursements in respect of the above
contingent liabilities.
(ii) It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above,
pending occurrence of the default event or resolution of respective proceedings.
3. Social Security Code

The Code on Social Security, 2020 (“the Code”) relating to employee benefits during employment and post-
employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette
of India. However, the date on which the Code will come into effect has not been notified. The Company will
assess the impact of the Code when it comes into effect and will record any related impact in the period the Code
becomes effective.

39B. Guarantee given to lenders for loan availed by subsidiary (to the extent amount outstanding)
As at As at
Particulars
March 31, 2023 March 31, 2022
Guarantee given to lenders for loan availed by subsidiary (to the extent of amount outstanding) 36,722 18,648
Highest amount outstanding was ` 42,757 lakhs (March 31, 2022 ` 25,485 lakhs)
40 Payments to the Auditor (excluding GST)

As at As at
Particulars
March 31, 2023 March 31, 2022
As auditor 65 45
Other expenses 2 2
Total 67 47
41 Note on acquisition
During the year ended March 31, 2020, Mastek acquired control of the business of Evolutionary Systems Private Limited
(“ESPL”) and its subsidiary companies (together referred to as “Evosys”). The acquisition was as follows:-
(i) Mastek (UK) Limited, a wholly-owned subsidiary of Mastek Limited, entered into a Business Transfer Agreement
(“BTA”) on February 8, 2020 to acquire the business of Evosys Arabia FZ LLC and Share Transfer Agreements (STA)
to acquire Middle East Companies (“MENA Acquisition”) by paying a cash consideration (net of cash and cash
equivalents) of USD 64.9 million i.e. ` 48,204 lakhs. The closing of such transaction occurred on March 17, 2020,
which is considered to be the date of transfer of control or the date of acquisition, as per Ind AS 103, and necessary
effects have been recognised in the standalone financial statements of the respective entities, alongwith standalone
and consolidated financial statements of the Company and its subsidiaries.
While the acquisition has been effected and full consideration has been paid, procedures to complete the legal
processes like registering sale of shares in one of the geography was delayed due to the pandemic condition, which
has been completed as at March 31, 2022.
(ii) With respect to a business undertaking of ESPL (including investments in certain subsidiaries of ESPL), the parties
(Mastek group and Evosys group) entered into a Demerger Co-operation Agreement (DCA) and Shareholders
Agreement on February 8, 2020. The manner of discharge of the non-cash consideration and the acquisition of
legal ownership, was decided to be achieved through a demerger scheme filed before the National Company Law
Tribunal (NCLT) (“the Scheme”), or, as per DCA, the parties were to complete this transaction with the same
economic effect, by an alternate arrangement, within the period specified in the DCA. The DCA gave Mastek
Enterprise Solutions Private Limited (formerly known as ‘Trans American Information Systems Private Limited’)
(MESPL) a wholly owned subsidiary of Mastek, the right to appoint majority of the board of directors in ESPL and
its subsidiaries and also provided for the relevant activities of ESPL and its subsidiaries to be decided by a majority
vote of such board of directors, thereby resulting in transfer of control of business of ESPL and its subsidiaries to
Mastek Group. The date of acquisition of business undertaking for the purposes of Ind AS 103 is the date of transfer
of control to the Group, i.e. February 8, 2020. Discharge of consideration for demerger is through issue of 4,235,294
equity shares of Mastek Limited (face value ` 5 each) and balance through 15,000 Compulsorily Convertible
Preference Shares (CCPS) of ` 10 each of MESPL, subsequently split into 150,000 CCPS of ` 1 each , which carry
a Put Option to be discharged at agreed EBITDA multiples, based on actual EBIDTA of 3 years commencing from
financial year ending March 31, 2021 including adjustment for closing cash. Pending completion of legal acquisition,
this transaction had only been considered for disclosure in the standalone financial statements for the years ended
March 31, 2020 and 2021 and all periods ending June 30, 2021.
On September 14, 2021, the above transaction has been approved by the NCLT, pursuant to the Scheme of De-
merger (‘the Scheme’), for the demerger of Evolutionary Systems Private Limited (ESPL or demerged entity), into
MESPL, with the effective date of February 1, 2020 (Appointed Date). Consequently, the effect of the De-merger has
been considered in the previous year’s financial statement in accordance with Ind AS 103 – ‘Business Combinations’.
Accordingly, the year ended March 31, 2021 have been restated, to give effect to the business combination, as
given below.
Mastek Limited

On December 17, 2021, a board meeting was held where the Board approved the buy out of first tranche of CCPS
i.e. 1/3rd of the total outstanding CCPS (of MESPL) basis the agreed valuations in line with SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (as amended). Accordingly, 254,755 equity shares of Mastek Limited (face
value ` 5 each) have been issued on February 10, 2022, for said buyout of first tranche of 50,000 CCPS of MESPL.
On December 11, 2022, a board meeting was held where the Board approved the buy out of second tranche of
50,000 CCPS of MESPL basis the agreed valuations in line with SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (as amended). Accordingly, 320,752 equity shares of Mastek Limited (face value of ` 5 each) had
been issued on January 17, 2023, for said buyout of second tranche of 50,000 CCPS of MESPL.
(iii) Total Purchase consideration discharged by the Company on behalf of MESPL pursuant to scheme of Demerger

Particulars
March 31, 2023 March 31, 2022
100,000 (March 31, 2022 - 50,000) equity shares of `1 each, fully paid up (on account of 36,269 18,174
buyout of 2/3 MESPL Cumulative Convertible Preference Shares (CCPS)
Deemed equity in MESPL {(42,35,294 (March 31, 2022 - 42,35,294) equity shares of ` 5 each, 26,988 26,988
fully paid up (share issued against the part discharge of consideration for acquisition) and
Fair valuation of put option liability as at date of transaction consummation} (Refer note 41)
Total 63,257 45,162
b) Acquisition of entity - MST

During the year ended March 31, 2023, Mastek has acquired control of the business of Meta Soft Tech Systems
Private Limited (“MST India”). The acquisition was as follows:-
Mastek Limited, entered into a Share purchase agreement (“SPA”) on July 18, 2022 to acquire the business of Meta
Soft Tech Systems Private Limited by paying a cash consideration including contingent consideration to be paid
based on agreed revenue and gross margin performance (net of cash and cash equivalents) of USD 2.2 million i.e.
` 1,846 lakhs. The closing of such transaction occurred on August 02, 2022, which is considered to be the date of
transfer of control or the date of acquisition, as per Ind AS 103, and necessary effects have been recognised in the
standalone financial statements of the respective entities and consolidated financial statements of the Company and
its subsidiaries.
MetaSoft offers customer relationship management (CRM) and marketing automation consulting services. It offers
salesforce, licensing solution, MuleSoft integrations, CPQ for salesforce, and Vlocity products. The company offers
digital transformation, managed services, and marketing automation solutions. It serves education, healthcare,
manufacturing, non-profit, and public sector industries. it is a trusted partner to several Fortune 1000 and large
enterprise clients. The acquisition will enable the Company in CRM business.
Purchase consideration
Particulars MST India
Purchase consideration 2,723

2,723
Less: Adjustment for Cash^ 877
1,846
^ Purchase consideration is net of cash and cash equivalents acquired including contingent consideration to be paid based on agreed
revenue and gross margin performance.
The purchase price allocation to the identified assets and liabilities assumed at the acquisition date are# :
Property, plant and equipment and Right-of-use assets 325

Trade receivables* 588
Financial assets* 949
Other assets* 525

Trade payables (5)

Financial liabilities (863)
Other liabilities (931)
Current tax liability (315)
Deferred tax asset** 195
Fair value of identifiable net assets 468
Less: Purchase Consideration (1,846)
Goodwill (1,378)
Contingent liability NA
Goodwill expected to be deductible for tax purpose -
Goodwill is primarily related to growth expectations, expected future profitability, the substantial skill and
expertise of Metasoft’s workforce and expected synergies.
*Represents fair value of receivables and gross contractual amounts receivable. All amounts are expected to be collected.
**Excludes the amount pertaining to OCI of ` 8 lakhs.
# Same will be recorded in consolidated financial statements.
42 Expenditure on Corporate social responsibilities

Particulars
March 31, 2023 March 31, 2022
Amount required to be spent as per Section 135 of the Companies Act 112 80
Amount spent during the year
(i) Construction/ acquisition of any asset -
(ii) On purposes other than (i) above 240 182
The aforementioned amount has been contributed to the trust ‘Mastek foundation’ which is controlled by the Company.
Mastek foundation is primarily engaged in programmes related to promoting health care including preventive health care,
promoting education and ensuring environmental sustainability. (Refer note 29)
43 Disclosure of ratios
Sr. Measure (in times
Ratio Formula for Computation March 31, 2023 March 31, 2022 Variation Remarks
No. / percentage)
(a) Current ratio Current asset / Current liabilities Times 1.00 1.73 (42%) Refer note
a below
(b) Debt-equity ratio Debt / Average net worth Times 0.004 0.004 1%
(c) Debt service coverage Earnings available for debt Times 119.33 53.61 123% Refer note
ratio service/Debt service b below
(d) Return on equity ratio Profit after tax / Net worth Percentage 19.66% 14.26% 38% Refer note
c below
(e) Inventory turnover ratio Cost of goods sold / Average Times NA NA NA
inventory
(f) Trade receivable Revenue from operations / Times 6.66 5.07 31% Refer note
turnover ratio Average trade receivables d below
(g) Trade payable turnover Net purchases / Average trade Times NA NA NA
ratio payables
(h) Net capital turnover Revenue from operations / Times 2,238.50 3.96 56,428% Refer note
ratio working capital (current assets - e below
current liability)
(i) Net profit ratio Profit after tax / Revenue from Percentage 42.16% 30.04% 40% Refer note
operations f below
Mastek Limited

Sr. Measure (in times

Ratio Formula for Computation March 31, 2023 March 31, 2022 Variation Remarks
No. / percentage)
(j) Return on capital EBIT / Capital employed Percentage 14.42% 15.76% (9%)
employed
(k) Return on investment Profit before tax/ Average total Percentage 21.39% 14.06% 52% Refer note
assets g below
Notes:
(i) Debt = Non-current borrowings + Current borrowings
(ii) Net worth = Paid-up share capital + Reserves created out of profit - Accumulated losses
(iii) EBITDA = Earnings before, exceptional items, depreciation, amortisation expense and tax
(iv) Net purchase = Purchase of stock-in-trade + Cost of materials consumed + Closing inventory of raw materials - Opening inventory of raw
materials
(v) Net assets = Property, plant and equipment (including CWIP) + Current assets - Current liabilities
(vi) EBIT = Earnings before exceptional items, interest and tax
(vii) Capital employed = Tangible net worth + Total debt + Deferred tax liability
(viii) Earnings available for debt service= Net profit after taxes + Non operating expenses like depreciation and other amortisations + Interest +
Other adjustment like loss on sale of fixed assets etc.
(ix) Debt service = Interest & Lease Payments + Principal Repayments
Disclosure for change in ratio by more than 25%:

Variation in ratio between
Type of ratio Reasons for variance
31 March 2023 and 31 March 2022
(a) Current ratio (42%) Current ratio decrease primarily due to reduction in current
investments.
(b) Debt service coverage 123% Debt service coverage ratio has increased due to higher profitability.
ratio
(c) Return on equity ratio 38% Return on equity has increased due to higher profitability.
(d) Trade receivable 31% Trade receivable turnover ratio increased due to increase in revenue
turnover ratio and decrease in debtors.
(e) Net capital turnover 56,428% Net capital turnover ratio increase primarily due to decrease in working
ratio capital (sale of investment) and increase in revenue.
(f) Net profit ratio 40% Net Profit ratio increased due to increase in exceptional income.
(g) Return on investment 52% Return on investment increased due to increase in profit before tax.
44 Other statutory information

(i) The Company has not advanced or loaned or invested funds to any person or any entity, including foreign entities
(Intermediaries) with the understanding that the intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by a or on
behalf of the Company (Ultimate Beneficiaries); or
(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(ii) The Company has not received any fund from any person or any entity, including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by a or on
behalf of the Funding Party (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
45 The Company does not have any transactions and outstanding balances during the current as well previous year with
Companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

46 The Company have not defaulted on any of the loan taken from banks, financial institutions or other lenders.
47 The Company does not have any Benami property, where any proceeding has been initiated or pending against the
Company for holding any Benami property.
48 The Company does not have any charge or satisfaction which is yet to be registered with ROC beyond the
Statutory period.
49 The Company has not traded or invested in Crypto currency or Virtual currency during the financials year.
50 The Company does not has any such transaction which is not recorded in the books of account that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey
or any other relevant provision of the Income Tax Act,1961)
51 Previous year’s figures have been regrouped or reclassified wherever necessary to correspond with the current year
classification/ disclosure, which are not considered material to these standalone financial statements
52 The Company has not been declared willful defaulter by any bank or financial institution or any other lender.
53 The Company has complied with the number of layers prescribed under section 2(87) of the Act.
54 The Company has not entered into any scheme of arrangement in terms of section 230 to 237 of the Act for the year
ended March 31, 2023 and March 31, 2022.
These are the notes to the standalone financial statements referred to in our report of even date
The Standalone Financial Statements were authorised for issue by the directors on April 19, 2023.

Chairman Director
Partner
Mastek Limited
Independent Auditor’s Report

To the Members of Mastek Limited cash flows and the consolidated changes in equity for
the year ended on that date.
Report on the Audit of the Consolidated Financial
Statements Basis for Opinion
3. We conducted our audit in accordance with the
Opinion Standards on Auditing specified under section 143(10)
1. We have audited the accompanying consolidated of the Act. Our responsibilities under those standards
financial statements of Mastek Limited (the ‘Holding are further described in the Auditor’s Responsibilities
Company’) and its subsidiaries (the Holding Company for the Audit of the Consolidated Financial Statements
and its subsidiaries together referred to as the section of our report. We are independent of the
‘Group’), as listed in Annexure – I, which comprise the Group in accordance with the Code of Ethics issued by
Consolidated Balance Sheet as at 31 March 2023, the the Institute of Chartered Accountants of India (the
Consolidated Statement of Profit and Loss (including ‘ICAI’) together with the ethical requirements that
Other Comprehensive Income), the Consolidated are relevant to our audit of the consolidated financial
Statement of Cash Flows and the Consolidated statements under the provisions of the Act and the
Statement of Changes in Equity for the year then ended, rules thereunder, and we have fulfilled our other ethical
and notes to the consolidated financial statements, responsibilities in accordance with these requirements
including a summary of the significant accounting and the Code of Ethics issued by the ICAI. We believe
policies and other explanatory information. that the audit evidence we have obtained together with
the audit evidence obtained by the other auditor in
2. In our opinion and to the best of our information and
terms of their reports referred to in paragraph 15 of the
according to the explanations given to us and based on
Other Matter section below, is sufficient and appropriate
the consideration of the reports of the other auditor
to provide a basis for our opinion.
on separate financial statements and on the other
financial information of the subsidiaries, the aforesaid
Key Audit Matters
consolidated financial statements give the information
required by the Companies Act, 2013 (the ‘Act’) in the 4. Key audit matters are those matters that, in our
manner so required and give a true and fair view in professional judgment and based on the consideration
conformity with the Indian Accounting Standards (‘Ind of the reports of the other auditor on separate financial
AS’) specified under section 133 of the Act, read with statements of the subsidiaries, were of most significance
the Companies (Indian Accounting Standards) Rules, in our audit of the consolidated financial statements of
2015, and other accounting principles generally accepted the current period. These matters were addressed in
in India of the consolidated state of affairs of the Group the context of our audit of the consolidated financial
as at 31 March 2023, and their consolidated profit statements as a whole, and in forming our opinion
(including Other Comprehensive Income), consolidated thereon, and we do not provide a separate opinion on
these matters.
5. We have determined the matters described below to be the key audit matters to be communicated in our report.
Revenue from contracts with customers (Refer notes 2(e)(xiv) Our audit procedures relating to revenue recognition included,
and 16 to the accompanying consolidated financial statements) but were not limited to the following:
Revenue is recognised basis the terms of each contract with • Evaluated the design and operating effectiveness of internal
customers wherein certain commercial arrangements involve financial controls relating to the revenue recognition of the
complexity and significant judgements relating to identification Group.
of distinct performance obligations, determination of transaction • Selected samples from all streams of contracts and
price of identified performance obligation and the appropriateness performed detailed analysis on recognition of revenue as
of basis used to measure revenue recognised over the time period per the requirement of Ind AS 115, ‘Revenue from Contracts
is applied in selecting the accounting basis in each case. with Customers’ which involved testing of inputs to revenue
We identified revenue of the Group as a key audit matter in the recognition including estimates used.
audit of consolidated financial statements of current year because • Evaluated appropriateness and adequacy of disclosures made
of the significant judgement/ estimates used in accounting of in the consolidated financial statements with respect to
revenue contracts. revenue in accordance with the requirements of applicable
financial reporting framework.
Consolidated Accounts Overview Reports Statements Information 235
Valuation of put option liability Our audit procedures in relation to valuation of put option
As described in note 34 to the accompanying consolidated financial liability included but were not limited to the following:
statements, the Holding Company has written a put option over • Evaluated appropriateness of the Group’s accounting
the equity instrument of a subsidiary, where the holders (non- policy in respect of recognition and measurement of put
controlling interests) of that instrument have the right to put option liability in accordance with Ind AS 109, ‘Financial
their instrument back to the Holding Company at its fair value on Instruments’.
specified dates. The amount that may become payable at each • Obtained the understanding of the process of identification,
reporting date under the option upon its exercise is recognised recognition, and measurement of derivative financial
at present value as a written put option financial liability with a instruments. Evaluated the design and implementation of
corresponding charge to equity. internal financial controls implemented in such process and
Management has appointed an independent valuation expert tested their operating effectiveness during the year.
to value the put option liability at each reporting period. The • Obtained the management’s external valuation specialist’s
processes and methodologies used for assessing and determining report on determination of fair value of put option liability
the value involves use of assumptions and is based on complex and assessed the professional competence and objectivity of
management’s judgement and estimates. the management’s expert.
Considering put option liability is significant to the consolidated • Involved auditor’s experts to assess the valuation
financial statements and auditing management judgement and assumptions used and methodology considered by the
estimates as stated above involves high degree of subjectivity management’s expert to calculate the put option liability and
and require significant auditor judgement, valuation of put option the mathematical accuracy of these calculations.
liability is considered as a key audit matter for the current year
audit. • Assessed the reasonability of the assumptions and estimates
made by the management considered in the valuation of the
put option liability basis our understanding of the business
and external market conditions to the extent relevant.
• Evaluated the appropriateness and adequacy of disclosures
given in the consolidated financial statements, including
Carrying value of goodwill on business combination Our audit procedures in relation to testing of impairment of
Refer notes 2(e)(ix) and 3(c) to the accompanying consolidated goodwill included but were not limited to the following:
financial statements. • Assessed the reasonability of the assumptions used by
As at 31 March 2023, the Group’s assets include goodwill the management for cash flow forecasts and verified the
aggregating to ` 10,897 lakhs on account of acquisition of TAISTech historical trend of business to evaluate the past performance
US group. The Group has performed annual impairment test for the for consistency.
goodwill as per Ind AS 36, ‘Impairment of Assets’. • Obtained management’s external valuation specialist’s report
The determination of the recoverable value requires management on determination of recoverable amount and assessed the
to make certain key estimates and assumptions including forecast competence and objectivity of the management’s expert.
of future cash flows, long-term growth rates, profitability levels • Involved auditor’s experts to assess the valuation
and discount rates. Changes in these assumptions could lead to an assumptions used and methodology considered by the
impairment to the carrying value of the goodwill. management’s expert to calculate the recoverable amount
Considering goodwill balance is significant to the consolidated and the mathematical accuracy of these calculations.
financial statements and auditing management judgement and • Performed the sensitivity analysis on the key assumptions to
estimates as stated above involves high degree of subjectivity and evaluate the possible variation on the current recoverable
require significant auditor judgement, assessment of carrying value amount to ascertain the sufficiency of headroom available.
of goodwill is considered as a key audit matter for the current year • Evaluated the appropriateness and adequacy of disclosures
audit. given in the consolidated financial statements, including
Information other than the Consolidated Financial In connection with our audit of the consolidated
Statements and Auditor’s Report thereon financial statements, our responsibility is to read the
6. The Holding Company’s Board of Directors are other information identified above when it becomes
responsible for the other information. The other available and, in doing so, consider whether the
information comprises the information included in the other information is materially inconsistent with the
Annual Report but does not include the consolidated consolidated financial statements, or our knowledge
financial statements and our auditor’s report thereon. obtained in the audit or otherwise appears to be
The Annual Report is expected to be made available to materially misstated.
us after the date of this auditor’s report. When we read the Annual Report, if we conclude
Our opinion on the consolidated financial statements that there is a material misstatement therein, we are
does not cover the other information and we will not required to communicate the matter to those charged
express any form of assurance conclusion thereon. with governance.
Mastek Limited
Responsibilities of Management and Those Charged Auditor’s Responsibilities for the Audit of the
with Governance for the Consolidated Financial Consolidated Financial Statements
Statements 10. Our objectives are to obtain reasonable assurance about
7. The accompanying consolidated financial statements whether the consolidated financial statements as a
have been approved by the Holding Company’s Board whole are free from material misstatement, whether
of Directors. The Holding Company’s Board of Directors due to fraud or error, and to issue an auditor’s report
are responsible for the matters stated in section that includes our opinion. Reasonable assurance is a high
134(5) of the Act with respect to the preparation and level of assurance but is not a guarantee that an audit
presentation of these consolidated financial statements conducted in accordance with Standards on Auditing will
that give a true and fair view of the consolidated always detect a material misstatement when it exists.
financial position, consolidated financial performance Misstatements can arise from fraud or error and are
including Other Comprehensive Income, consolidated considered material if, individually or in the aggregate,
changes in equity and consolidated cash flows of the they could reasonably be expected to influence the
Group in accordance with the Ind AS specified under economic decisions of users taken on the basis of these
section 133 of the Act read with the Companies (Indian consolidated financial statements.
Accounting Standards) Rules, 2015, and other accounting
11. As part of an audit in accordance with Standards on
principles generally accepted in India. The Holding
Auditing specified under section 143(10) of the Act
Company’s Board of Directors are also responsible
we exercise professional judgment and maintain
for ensuring accuracy of records including financial
professional skepticism throughout the audit. We also:
information considered necessary for the preparation
of consolidated financial statements. Further, in terms • Identify and assess the risks of material
of the provisions of the Act the respective Board of misstatement of the consolidated financial
Directors of the companies included in the Group, statements, whether due to fraud or error, design
covered under the Act, are responsible for maintenance and perform audit procedures responsive to those
of adequate accounting records in accordance with risks, and obtain audit evidence that is sufficient
the provisions of the Act for safeguarding the assets and appropriate to provide a basis for our opinion.
of the Group and for preventing and detecting frauds The risk of not detecting a material misstatement
and other irregularities; selection and application of resulting from fraud is higher than for one resulting
appropriate accounting policies; making judgments from error, as fraud may involve collusion, forgery,
and estimates that are reasonable and prudent; and intentional omissions, misrepresentations, or the
design, implementation and maintenance of adequate override of internal control;
internal financial controls, that were operating
• Obtain an understanding of internal control
effectively for ensuring the accuracy and completeness
relevant to the audit in order to design
of the accounting records, relevant to the preparation
audit procedures that are appropriate in the
and presentation of the financial statements that
circumstances. Under section 143(3)(i) of the Act
give a true and fair view and are free from material
we are also responsible for expressing our opinion
misstatement, whether due to fraud or error. These
on whether the Holding Company has adequate
financial statements have been used for the purpose
Internal Financial Controls with reference to
of preparation of the consolidated financial statements
consolidated financial statements in place and the
by the Board of Directors of the Holding Company,
operating effectiveness of such controls;
as aforesaid.
• Evaluate the appropriateness of accounting
8. In preparing the consolidated financial statements,
policies used and the reasonableness of
the respective Board of Directors of the companies
accounting estimates and related disclosures made
included in the Group, are responsible for assessing
by management;
the ability of the respective entities included in the
Group, to continue as a going concern, disclosing, as • Conclude on the appropriateness of Board of
applicable, matters related to going concern and using Directors’ use of the going concern basis of
the going concern basis of accounting unless the Board accounting and, based on the audit evidence
of Directors either intend to liquidate the respective obtained, whether a material uncertainty exists
entities included in the Group or to cease operations, or related to events or conditions that may cast
has no realistic alternative but to do so. significant doubt on the ability of the Group to
continue as a going concern. If we conclude that
9. The respective Board of Directors of the companies
a material uncertainty exists, we are required
included in the Group, are also responsible for
to draw attention in our auditor’s report to the
overseeing the financial reporting process of the
related disclosures in the consolidated financial
companies included in the Group.
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date
of our auditor’s report. However, future events
or conditions may cause the Group to cease to
continue as a going concern;
• Evaluate the overall presentation, structure and it relates to the amounts and disclosures included in
content of the consolidated financial statements, respect of these subsidiaries, and our report in terms of
including the disclosures, and whether the sub-section (3) of section 143 of the Act in so far as it
consolidated financial statements represent the relates to the aforesaid subsidiaries, are based solely on
underlying transactions and events in a manner the reports of the other auditors.
that achieves fair presentation; and
Further, of these subsidiaries, one subsidiary is located
• Obtain sufficient appropriate audit evidence outside India whose financial statements has been
regarding the financial information/ financial prepared in accordance with accounting principles
statements of the entities within the Group, to generally accepted in its country and which has been
express an opinion on the consolidated financial audited by other auditor under generally accepted
statements. We are responsible for the direction, auditing standards applicable in its country. The
supervision and performance of the audit of Holding Company’s management has converted the
financial statements/ financial information of such financial statements of this subsidiary from accounting
entities included in the consolidated financial principles generally accepted in its country to
statements, of which we are the independent accounting principles generally accepted in India. We
auditors. For the other entities included in the have audited these conversion adjustments made by the
consolidated financial statements, which have been Holding Company’s management. Our opinion on the
audited by the other auditor, such other auditor consolidated financial statements, in so far as it relates
remain responsible for the direction, supervision to the amounts and disclosures included in respect of
and performance of the audits carried out by them. this subsidiary, is based on the report of other auditor
We remain solely responsible for our audit opinion. and the conversion adjustments prepared by the
management of the Holding Company and audited by us.
12. We communicate with those charged with governance
regarding, among other matters, the planned scope Our opinion above on the consolidated financial
and timing of the audit and significant audit findings, statements, and our report on other legal and regulatory
including any significant deficiencies in internal control requirements below, are not modified in respect of the
that we identify during our audit. above matters with respect to our reliance on the work
done by and the reports of the other auditor.
13. We also provide those charged with governance with
a statement that we have complied with relevant
Report on Other Legal and Regulatory
ethical requirements regarding independence, and
Requirements
to communicate with them all relationships and
other matters that may reasonably be thought to 16. As required by section 197(16) of the Act based on our
bear on our independence, and where applicable, audit and on the consideration of the report of the
related safeguards. other auditor, referred to in paragraph 15 above, on
separate financial statements of the subsidiaries, we
14. From the matters communicated with those charged report that the Holding Company and its subsidiary
with governance, we determine those matters that were companies, incorporated in India whose financial
of most significance in the audit of the consolidated statements have been audited under the Act have
financial statements of the current period and are paid remuneration to their respective directors
therefore the key audit matters. We describe these during the year in accordance with the provisions
matters in our auditor’s report unless law or regulation of and limits laid down under section 197 read with
precludes public disclosure about the matter or when, Schedule V to the Act.
in extremely rare circumstances, we determine that
a matter should not be communicated in our report 17. As required by clause (xxi) of paragraph 3 of Companies
because the adverse consequences of doing so would (Auditor’s Report) Order, 2020 (the ‘Order’) issued by
reasonably be expected to outweigh the public interest the Central Government of India in terms of section
benefits of such communication. 143(11) of the Act based on the consideration of the
Order reports issued till date by us and by the respective
Other Matter other auditor as mentioned in paragraph 15 above,
of companies included in the consolidated financial
15. We did not audit the financial statements of two
statements and covered under the Act we report that
subsidiaries included in the consolidated financial
there are no qualifications or adverse remarks reported
statements, whose financial statements reflects total
in the respective Order reports of such companies.
assets of ` 17,232 lakhs and net assets of ` 8,116 lakhs as
Further, following is the company included in the
at 31 March 2023, total revenues of ` 25,884 lakhs and
consolidated financial statements for the year ended 31
net cash inflows amounting to ` 1,299 lakhs for the year
March 2023 and covered under that Act that is audited
ended on that date, as considered in the consolidated
by us, for which the report under section 143(11) of the
financial statements. These financial statements have
Act has not yet been issued by us.
been audited by other auditor whose reports have been
furnished to us by the management and our opinion
on the consolidated financial statements, in so far as
Mastek Limited
Subsidiary/ statements and other financial information of the

S No Name CIN Associate/
Joint Venture
subsidiaries, incorporated in India whose financial
statements have been audited under the Act:
1 Mastek U51505GJ1999PTC112745 Subsidiary
Enterprise company i. There were no pending litigations as at 31 March
Solutions 2023 which would impact the consolidated
Private Limited
financial position of the Group;
18. As required by section 143(3) of the Act, based on our ii. The Holding Company and its subsidiary
audit and on the consideration of the reports of the companies did not have any long-term contracts
other auditor on separate financial statements and other including derivative contracts for which there
financial information of the subsidiaries, incorporated were any material foreseeable losses as at 31
in India whose financial statements have been audited March 2023;
under the Act, we report, to the extent applicable, that: iii. There has been no delay in transferring amounts,
a) We have sought and obtained all the information required to be transferred, to the Investor
and explanations which to the best of our Education and Protection Fund by the Holding
knowledge and belief were necessary for the Company during the year ended 31 March
purpose of our audit of the aforesaid consolidated 2023. Further, there were no amounts which
financial statements; were required to be transferred to the Investor
b) In our opinion, proper books of account as required Education and Protection Fund by the subsidiary
by law relating to preparation of the aforesaid companies, incorporated in India during the year
consolidated financial statements have been kept ended 31 March 2023;
so far as it appears from our examination of those iv.
books and the reports of the other auditors; a. The respective managements of the Holding
c) The consolidated financial statements dealt Company and its subsidiary companies,
with by this report are in agreement with the incorporated in India whose financial
relevant books of account maintained for the statements have been audited under the
purpose of preparation of the consolidated Act have represented to us and the other
financial statements; auditor of such subsidiaries, respectively
d) In our opinion, the aforesaid consolidated that, to the best of their knowledge and
financial statements comply with Ind AS belief, as disclosed in note 36(i) to the
specified under section 133 of the Act read with consolidated financial statements, no funds
the Companies (Indian Accounting Standards) have been advanced or loaned or invested
Rules, 2015; (either from borrowed funds or securities
premium or any other sources or kind
e) On the basis of the written representations
of funds) by the Holding Company or its
received from the directors of the Holding
subsidiary companies, to or in any person
Company and its one subsidiary company and
or entity, including foreign entity (the
taken on record by the Board of Directors of the
‘intermediaries’), with the understanding,
Holding Company and its subsidiary company,
whether recorded in writing or otherwise,
respectively, covered under the Act, and the report
that the intermediary shall, whether,
of the statutory auditors of its subsidiary company,
directly or indirectly lend or invest in other
covered under the Act, none of the directors of
persons or entities identified in any manner
the Group, covered under the Act, are disqualified
whatsoever by or on behalf of the Holding
as on 31 March 2023 from being appointed as a
Company or any such subsidiary companies
director in terms of section 164(2) of the Act;
(the ‘Ultimate Beneficiaries’) or provide any
f) With respect to the adequacy of the Internal guarantee, security or the like on behalf the
Financial Controls with reference to consolidated Ultimate Beneficiaries;
financial statements of the Holding Company
b. The respective managements of the Holding
and its subsidiary companies, covered under the
Company and its subsidiary companies,
Act, and the operating effectiveness of such
incorporated in India whose financial
controls, refer to our separate report in Annexure
statements have been audited under the
– II, wherein we have expressed an unmodified
Act have represented to us and to the other
opinion; and
auditor of such subsidiaries, respectively
g) With respect to the other matters to be included that, to the best of their knowledge and
in the Auditor’s Report in accordance with rule 11 belief, as disclosed in the note 36(ii) to
of the Companies (Audit and Auditors) Rules, 2014 the accompanying consolidated financial
(as amended), in our opinion and to the best of statements, no funds have been received
our information and according to the explanations by the Holding Company or its subsidiary
given to us and based on the consideration of the companies from any person or entity,
report of the other auditor on separate financial including foreign entity (the ‘Funding
Parties’), with the understanding, statements, the Board of Directors of the

whether recorded in writing or Holding Company have proposed final dividend
otherwise, that the Holding Company for the year ended 31 March 2023 which is
or any such subsidiary companies shall, subject to the approval of the members at the
whether directly or indirectly, lend ensuing Annual General Meeting. The dividend
or invest in other persons or entities declared is in accordance with section 123 of
identified in any manner whatsoever the Act to the extent it applies to declaration
by or on behalf of the Funding Party of dividend.
(‘Ultimate Beneficiaries’) or provide any Further, the subsidiary companies,
guarantee, security or the like on behalf incorporated in India have not declared or
of the Ultimate Beneficiaries; and paid any dividend during the year ended 31
c. Based on such audit procedures March 2023.
performed by us and that performed vi. Proviso to Rule 3(1) of the Companies
by the auditor of the subsidiaries, as (Accounts) Rules, 2014 requires all companies
considered reasonable and appropriate which use accounting software for maintaining
in the circumstances, nothing has come their books of account, to use such an
to our or other auditors’ notice that has accounting software which has a feature of
caused us or the other auditor to believe audit trail, with effect from the financial year
that the management representations beginning on 01 April 2023 and accordingly,
under sub-clauses (a) and (b) above reporting under Rule 11(g) of Companies (Audit
contain any material misstatement. and Auditors) Rules, 2014 (as amended) is not
v. The interim dividend declared and paid by applicable for the current financial year.
the Holding Company during the year ended
31 March 2023 and until the date of this audit
For Walker Chandiok & Co LLP
report is in compliance with section 123 of
the Act.
Firm’s Registration No.: 001076N/N500013
Further, the final dividend paid by the Holding
Company during the year ended 31 March 2023 Adi P. Sethna
in respect of such dividend declared for the Partner
previous year is in accordance with section Membership No.: 108840
123 of the Act to the extent it applies to UDIN: 23108840BGYAVJ6318
payment of dividend.
Further, as stated in note 10.2 to the Place: Mumbai
accompanying consolidated financial Date: 19 April 2023
Annexure — I
List of entities included in the Statement (in addition to the Holding Company)
1. Mastek Enterprise Solutions Private Limited (Formerly 14. Evolutionary Systems Saudi LLC
known as Trans American Information Systems 15. Evosys Kuwait WLL
Private Limited)
16. Evolutionary Systems Bahrain WLL
2. Mastek (UK) Limited
17. Evolutionary Systems Consultancy LLC
3. Mastek Inc.
18. Evolutionary Systems Egypt LLC
4. Trans American Information Systems Inc.
19. Newbury Cloud Inc.
5. Mastek Digital Inc.
20. Evolutionary Systems Canada Limited
6. Mastek Arabia FZ LLC
21. Meta Soft Tech Systems Private Limited (with effect
7. Evolutionary Systems Qatar WLL from 01 August 2022)
8. Evolutionary Systems (Singapore) Pte Limited 22. Metasoftech Solutions LLC (with effect from 01 August
9. Mastek Systems Pty Limited (formerly known as 2022)
Evolutionary Systems Pty Limited)
10. Evolutionary Systems Corp.
11. Evolutionary Systems Co. Limited
12. Evosys Consultancy Services (Malaysia) SDN BHD
Mastek Limited
Annexure — II
to the Independent Auditor’s Report of even date to the members of Mastek Limited on the consolidated financial
statements for the year ended 31 March 2023
Independent Auditor’s Report on the internal reasonable assurance about whether adequate Internal
financial controls with reference to consolidated Financial Controls with reference to consolidated
financial statements under Clause (i) of sub-section financial statements were established and maintained
3 of section 143 of the Companies Act, 2013 (the and if such controls operated effectively in all
‘Act’) material respects.
1. In conjunction with our audit of the consolidated 4. Our audit involves performing procedures to obtain
financial statements of Mastek Limited (the ‘Holding audit evidence about the adequacy of the Internal
Company’) and its subsidiary companies (the Holding Financial Controls with reference to consolidated
Company and its subsidiaries together referred to as financial statements and their operating effectiveness.
the ‘Group’), as at and for the year ended 31 March Our audit of Internal Financial Controls with reference
2023, we have audited the Internal Financial Controls to consolidated financial statements includes obtaining
with reference to consolidated financial statements of an understanding of such internal financial controls,
the Holding Company and its two subsidiary companies, assessing the risk that a material weakness exists,
which are companies covered under the Act, as at and testing and evaluating the design and operating
that date. effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s
Responsibilities of Management and Those Charged judgement, including the assessment of the risks of
with Governance for Internal Financial Controls material misstatement of the consolidated financial
2. The respective Board of Directors of the Holding statements, whether due to fraud or error.
Company and its two subsidiary companies, which are
5. We believe that the audit evidence we have obtained,
companies covered under the Act, are responsible
and the audit evidence obtained by the other auditor
for establishing and maintaining internal financial
in terms of their report referred to in the Other Matter
controls based on the Internal Financial Controls with
paragraph below, is sufficient and appropriate to
reference to consolidated financial statements criteria
provide a basis for our audit opinion on the Internal
established by the respective companies considering the
Financial Controls with reference to consolidated
essential components of internal control stated in the
financial statements of the Holding Company and its two
Guidance Note on Audit of Internal Financial Controls
subsidiary companies, as aforesaid.
over Financial Reporting (the ‘Guidance Note’) issued
by the Institute of Chartered Accountants of India
Meaning of Internal Financial Controls with
(the ‘ICAI’). These responsibilities include the design,
Reference to Consolidated Financial Statements
implementation and maintenance of adequate internal
financial controls that were operating effectively 6. A company's Internal Financial Controls with reference
for ensuring the orderly and efficient conduct of to consolidated financial statements is a process
the company’s business, including adherence to the designed to provide reasonable assurance regarding the
company’s policies, the safeguarding of its assets, reliability of financial reporting and the preparation of
the prevention and detection of frauds and errors, consolidated financial statements for external purposes
the accuracy and completeness of the accounting in accordance with generally accepted accounting
records, and the timely preparation of reliable financial principles. A company's Internal Financial Controls
information, as required under the Act. with reference to consolidated financial statements
include those policies and procedures that (1) pertain
Auditor’s Responsibility for the Audit of the Internal to the maintenance of records that, in reasonable
Financial Controls with Reference to Consolidated detail, accurately and fairly reflect the transactions and
Financial Statements dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded
3. Our responsibility is to express an opinion on the Internal
as necessary to permit preparation of consolidated
Financial Controls with reference to consolidated
financial statements in accordance with generally
financial statements of the Holding Company and its
accepted accounting principles, and that receipts and
two subsidiary companies, as aforesaid, based on our
expenditures of the company are being made only in
audit and consideration of report of other auditor. We
accordance with authorisations of management and
conducted our audit in accordance with the Standards
directors of the company; and (3) provide reasonable
on Auditing issued by the ICAI prescribed under section
assurance regarding prevention or timely detection
143(10) of the Act, to the extent applicable to an
of unauthorised acquisition, use, or disposition of the
audit of Internal Financial Controls with reference to
company's assets that could have a material effect on
consolidated financial statements, and the Guidance
the consolidated financial statements.
Note issued by the ICAI. Those Standards and the
Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain
Inherent Limitations of Internal Financial Controls Other Matter

with Reference to Consolidated Financial 9. We did not audit the Internal Financial Controls with
Statements reference to financial statements insofar as it relates
7. Because of the inherent limitations of Internal Financial to one subsidiary company, which is company covered
Controls with reference to consolidated financial under the Act, whose financial statements reflect total
statements, including the possibility of collusion or assets of ` 3,672 lakhs and net assets of ` 1,806 lakhs
improper management override of controls, material as at 31 March 2023, total revenues of ` 3,218 lakhs and
misstatements due to error or fraud may occur and net cash outflows amounting to ` 452 lakhs for the year
not be detected. Also, projections of any evaluation ended on that date, as considered in the consolidated
of the Internal Financial Controls with reference to financial statements. The Internal Financial Controls
consolidated financial statements to future periods are with reference to financial statements in so far as it
subject to the risk that the Internal Financial Controls relates to this subsidiary company, have been audited by
with reference to consolidated financial statements may other auditor whose report has been furnished to us by
become inadequate because of changes in conditions, the management and our report on the adequacy and
or that the degree of compliance with the policies or operating effectiveness of the Internal Financial Controls
procedures may deteriorate. with reference to consolidated financial statements for
the Holding Company and its two subsidiary companies,
Opinion as aforesaid, under section 143(3)(i) of the Act in so
8. In our opinion and based on the consideration of far as it relates to this subsidiary company, is based
the report of the other auditor on Internal Financial solely on the report of the auditor of this company. Our
Controls with reference to financial statements of opinion is not modified in respect of this matter with
one subsidiary company, the Holding Company and respect to our reliance on the work done by and on the
its two subsidiary companies, which are companies report of the other auditor.
covered under the Act, have in all material respects,
adequate Internal Financial Controls with reference
to consolidated financial statements and such controls
were operating effectively as at 31 March 2023, based For Walker Chandiok & Co LLP
on the Internal Financial Controls with reference to Chartered Accountants
consolidated financial statements criteria established Firm’s Registration No.: 001076N/N500013
by the respective companies considering the essential
components of internal control stated in the Guidance Adi P. Sethna
Note issued by the ICAI. Partner
UDIN: 23108840BGYAVJ6318
Place: Mumbai
Date: 19 April 2023
Mastek Limited
Consolidated Balance Sheet

as at March 31, 2023
(` in lakhs)
As at As at
Particulars Note
March 31, 2023 March 31, 2022
ASSETS
Non-current assets
Property, plant and equipment 3(a)(i) 5,932 5,647
Capital work-in-progress 3(d) 666 435
Investment properties 3(e) - 414
Goodwill 3(c) 1,49,758 69,801
Other intangible assets 3(a)(ii) 15,377 7,104
Right-of-use assets 3(b) 2,958 1,137
Financial assets
Investments 4(a) 1,294 1,077
Other financial assets 4(b) 3,130 4,164
Deferred tax assets, net 25(c) 10,485 7,050
Income tax assets, net 323 322
Other non-current assets 5 147 153
Total non-current assets 1,90,070 97,304
Current assets
Financial assets
Investments 6(a) 5,577 1,488
Trade receivables 6(b) 50,663 43,557
Cash and cash equivalents 6(c)(i) 20,764 72,658
Bank balances other than cash and cash equivalents 6(c)(ii) 79 4,035
Other financial assets 6(d) 1,209 1,381
Contract asset 7 35,080 20,181
Other current assets 8 10,648 8,213
Total current assets 1,24,020 1,51,513
Total assets 3,14,090 2,48,817
EQUITY AND LIABILITIES
EQUITY
Equity share capital 9 1,526 1,501
Other equity 10 1,66,815 1,05,635
Equity attributable to owners of the holding company 1,68,341 1,07,136
Non Controlling interest 10.1 9,110 15,034
Total equity 1,77,451 1,22,170
LIABILITIES
Non-current liabilities
Borrowings 11(a) 26,904 12,080
Lease liabilities 11(b) 2,249 804
Other financial liabilities 11(c) 27,617 23,717
Deferred tax liabilities, net 25(c) 2,961 2,124
Total non-current liabilities 63,088 41,445
Current liabilities
Borrowings 13(a) 10,174 6,946
Lease liabilities 13(b) 1,007 453
Trade payables 13(c) 18,294 18,718
Other financial liabilities 13(d) 20,410 36,480
Other current liabilities 14 8,223 7,344
Contract liabilities 5,927 6,256
Current tax liability, net 6,192 6,225
Total current liabilities 73,551 85,202
Total liabilities 1,36,639 1,26,647
Total equity and liabilities 3,14,090 2,48,817
The accompanying notes forms an integral part of the consolidated financial statements

Chairman Director
Partner
Consolidated Statement of Profit and Loss

(` in lakhs)
Particulars Note
March 31, 2023 March 31, 2022
INCOME
Revenue from operations 16 2,56,339 2,18,384
Other income 17 3,829 3,608
Total income (1) 2,60,168 2,21,992
EXPENSES
Employee benefits expenses 18 1,37,588 1,09,545
Finance costs 19 2,472 768
Depreciation and amortisation expenses 20 6,737 4,287
Other expenses 21 73,166 62,588
Total expenses (2) 2,19,963 1,77,188
Profit before exceptional items and tax (3 = 1-2) 40,205 44,804
Exceptional items- gain (net) (4) 22 2,532 -
Profit before tax (5 = 3+4) 42,737 44,804
Tax expense / (credit) 25(a)
Current tax 14,408 12,628
Deferred tax (3,355) (1,166)
Income tax relating to earlier years 657 -
Total tax expense (net) (6) 11,710 11,462
Profit after tax for the year (7 = 5-6) 31,027 33,342
Other comprehensive income (OCI)
Items that will not be reclassified to profit and loss in subsequent periods:
Defined benefit plan actuarial gains 404 251
Income tax relating to items that will not be reclassified to profit or loss (48) (20)
Items that will be reclassified to profit and loss in subsequent periods:
Exchange gain on translation of Foreign operations 7,026 1,628
Net change in fair value of forward contracts designated as cash flow hedges - (loss)/ gain (822) 2,053
Net change in fair value of financial instruments - loss (261) (1,062)
Income tax relating to items that will be reclassified to profit or loss - credit / (expense) 285 (277)
Total OCI for the year (8) 6,584 2,573
Total Comprehensive Income for the year (7+8) 37,611 35,915
Profit for the year attributable to
Owners of the Holding Company 29,301 29,513
Non-controlling interests 1,726 3,829
Profit after tax for the year 31,027 33,342
Other comprehensive income (OCI) attributable to
Non-controlling interests 39 18
Total other comprehensive income for the year 6,584 2,573
Total Comprehensive income for the year attributable to
Non-controlling interests 1,765 3,847
Total comprehensive income for the year 37,611 35,915
Earnings per equity share (in `) 23
(Equity shares of face value ` 5 each)
Basic- ` 97.23 106.52
Diluted- ` 95.53 103.81
The accompanying notes forms an integral part of the Consolidated financial statements

Chairman Director
Partner
Mastek Limited
Consolidated Statement of Cash Flows

(` in lakhs)
Particulars
March 31, 2023 March 31, 2022
Cash flows from operating activities

Profit for the year 31,027 33,342
Adjustments for :
Interest income (149) (292)
Finance costs 2,472 768
Depreciation and amortisation 6,737 4,287
Net (gain) on foreign currency translation (816) (206)
Tax expense 11,710 11,462
Exceptional Items (Refer note 22) (2,532) -
Provision for doubtful debts including Bad debts written off, net 2,548 1,144
(Profit) / Loss on sale of property plant and equipment, net (37) 2
Profit on sale of current investments and gain on investment measured at FVTPL (477) (1,696)
Rental income including maintenance charges (438) (287)
50,604 48,917
Changes in operating assets and liabilities; net of effect from acquisitions
(Increase) in trade receivables (13,831) (13,636)
(Increase) in advances and other assets (870) (3,669)
(Decrease) / Increase in trade payables, other liabilities and provisions (11,528) 6,641
Cash generated from operating activities before taxes 24,375 38,253
Income taxes paid, net of refunds (13,608) (10,904)
Net cash generated from operating activities 10,767 27,349
Cash flows from investing activities
Proceeds from sale of property, plant and equipment and investment property 4,939 19
Purchase of property, plant and equipment, capital work-in-progress and intangible assets (3,150) (3,685)
Interest received 394 353
Rental income including maintenance charges 277 406
Purchase consideration towards acquisition of other non-current investments (1,241) -
Purchase consideration paid for acquisition of subsidiaries (75,517) (16,595)
Purchase of other current investments (24,641) (28,136)
Investment in long term bank deposits (596) -
Liquidation of long term bank deposits 28 -
Liquidation of short term bank deposits 3,952 967
Proceeds from sale of long term investments 1,048 3,147
Proceeds from sale of current investments 20,743 41,509
Net cash (used in) investing activities (73,764) (2,015)
Consolidated Statement of Cash Flows

(` in lakhs)
Particulars
March 31, 2023 March 31, 2022
Cash flows from financing activities

Proceeds from issue of shares under the employee stock option schemes 251 173
Proceeds from long term borrowings 24,498 196
Repayments of long term borrowings (7,082) (7,288)
Payment of lease liabilities (833) (693)
Dividends paid (5,741) (4,752)
Interest paid on lease and other finance charges (308) (23)
Interest paid on loan (1,528) (463)
Net cash generated from / (used in) from financing activities 9,257 (12,850)
Effect of changes in exchange rates for cash and cash equivalents (507) (587)
Net (decrease) / increase in cash and cash equivalents during the year (54,247) 11,897
Cash and cash equivalents at the beginning of the year 72,658 60,761
Cash and cash equivalents transferred pursuant to a business acquisition (refer note 34 (b)) 2,353 -
Cash and cash equivalents at the end of the year [Refer note 6 (c)(i)] 20,764 72,658
The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Ind AS - 7 on Statement of Cash Flow

Chairman Director
Partner
(a) Equity share capital (Refer note 9) (` in lakhs)
246

Add: Shares issued on exercise of stock options 9
Add: Issue of share for acquisition of non controlling interest of Mastek Enterprises Solutions Pvt. Ltd. (Formally known as Trans American Information Systems Pvt. Ltd. (Refer note 16
34(a))

Mastek Limited

Add: Issue of share on account of demerger of the business of Evolutionary Systems Private Limited ("ESPL") (Refer note 34(a)) 212
Add: Issue of share for acquisition of non controlling interest of Mastek Enterprises Solutions Pvt. Ltd. (Formally known as Trans American Information Systems Pvt. Ltd.) 13
(Refer note 34(a))
(b) Other Equity (Refer note 10) (` in lakhs)

Exchange Put Options
Equity
differences written Non-
Share Re- Fair value of Shares
Effective on proposed to on non- Controlling
Capital options measure- non current Total other
Particulars Capital Securities General Retained portion of translating controlling Interest
redemption outstanding ment of investment be issued equity
reserve premium reserve earnings cash flow the financial (Refer note interest (Refer note
reserve account (net defined in mutual (Refer note 34)
hedge statements 34)
of taxes) benefit plans funds 34)
of a Foreign
operation
Balance as at April 1, 2022 21 1,539 32,951 2,603 362 1,39,592 221 1,214 185 (688) - (72,365) 15,034 1,20,669
Issue of equity share on exercise of - - 235 - - - - - - - - - - 235
employee share option
Employee share-based compensation - - - 560 - - - - - - - - - 560
Transferred to securities premium - 327 (327) - - - - - - - - - -
on exercise of employee options
Profit for the year - - - - - 29,301 - - - - - - 1,726 31,027
Cash dividends - - - - - (5,741) - - - - - - - (5,741)
ESOP adjustments* - - - (22) 22 - - - - - - - - -
Addition on account of MST - - - - - - 9 - - - - - - 9
acquisition
Other comprehensive income (net - - - - - - 346 (488) (185) 6,872 - - 39 6,584
of taxes)
Excess tax benefits from exercise of - - - (1,290) - - - - - - - - - (1,290)
share-based options
Issue of share for acquisition of - - 5,937 - - - - - - - - - - 5,937
Consolidated Statement of Changes In Equity
non controlling interest of Mastek

Enterprises Solutions Private Limited
(Formerly known as Trans American
Information Systems Private Limited)
(Refer note 34)
Acquisition of proportionate non- - - - - - 8,044 (3) (13) - (339) - - (7,689) -
controlling interests (Refer note 34)
Put options written on Non- - - - - - - - - - - - 17,935 - 17,935
Controlling Interest (Refer note 34)
Balance as at March 31, 2023 21 1,539 39,450 1,524 384 1,71,196 573 713 - 5,845 - (54,430) 9,110 1,75,925
(b) Other Equity (Refer note 10) (` in lakhs)
Exchange Put Options
Equity
differences written Non-
Share Re- Fair value of Shares
Effective on proposed to on non- Controlling
Capital options measure- non current Total other
Particulars Capital Securities General Retained portion of translating controlling Interest
redemption outstanding ment of investment be issued equity
reserve premium reserve earnings cash flow the financial (Refer note interest (Refer note
reserve account (net defined in mutual (Refer note 34)
hedge statements 34)
of taxes) benefit plans funds 34)
of a Foreign
operation
Balance as at April 1, 2021 21 1,539 4,788 2,644 362 1,07,790 (7) (201) 937 (2,415) 19,169 (50,035) 18,203 1,02,795
Consolidated Accounts
Issue of share capital on exercise of - - 159 - - - - - - - - - - 159

employee share option
Employee share-based compensation - - - 393 - - - - - - - - - 393
Transferred to securities premium - 923 (923) - - - - - - - - - -
on exercise of employee options
Profit for the year - - - - - 29,513 - - - - - - 3,829 33,342
Cash dividends - - - - - (4,753) - - - - - - - (4,753)
ESOP adjustments* - - - (89) - 89 - - - - - - - -
OCI (net of taxes) - - - - - - 195 1,435 (752) 1,677 - - 18 2,573
Excess tax benefits from exercise of - - - 578 - - - - - - - - - 578
share-based options
Issue of share capital on account of - - 18,957 - - - - - - - (19,169) - - (212)
Overview
Corporate
acquisition of control of the business

of ESPL(Refer note 34)
Issue of share for acquisition of - - 8,124 - - - - - - - - - - 8,124
non controlling interest of Mastek
Enterprises Solutions Private Limited
(Formerly known as Trans American
Information Systems Private Limited)
Reports
Statutory
(Refer note 34)

Acquisition of proportionate non- - - - - - 6,953 33 (20) - 50 - - (7,016) -
controlling interests (Refer note 34)
Put options written on Non- - - - - - - - - - - - (22,330) - (22,330)
Controlling Interest (Refer note 34)
Balance as at March 31, 2022 21 1,539 32,951 2,603 362 1,39,592 221 1,214 185 (688) - (72,365) 15,034 1,20,669
*ESOP adjustment reflects vested stock options lapsed during the year.
Financial
Statements

Information
Chairman Director
Shareholder

Partner
247

Mastek Limited

1 Company overview unless otherwise stated and “0” denotes amounts
Mastek Limited (the ‘Company’/ ‘Holding Company’) less than fifty thousands rupees.
is a public limited company domiciled in India and
incorporated under the provisions of the Companies b. Basis of Preparation
Act, 1956. Its shares are listed on the Bombay Stock The consolidated financial statements have been
Exchange (BSE) and National Stock Exchange (NSE). prepared on accrual basis using the historical cost
The Holding Company’s registered office is located at convention and on an accrual basis, except for the
804/805, President House, Opp. C N Vidyalaya, Near following material items that have been measured
Ambawadi Circle, Ahmedabad - 380 006, Gujarat, India. at fair value as required by relevant Ind AS:
The Company and its subsidiaries (collectively referred
i. Derivative financial instruments;
herein under as “the Group”) are providers of vertically-
focused enterprise technology solutions. ii. Certain financial assets and liabilities
measured at fair value;
The portfolio of Group’s offering includes business
and technology services comprising of Application iii. Share based payment transactions;
Development, Application Maintenance, Business
iv. Defined benefit and other long-term employee
Intelligence and Data Warehousing, Testing & Assurance,
benefits; and
Digital Commerce, Agile Consulting and Legacy
Modernisation, Oracle Cloud, Oracle ERP Cloud, product- v. Contingent Consideration
as-a-service solutions and machine learning. Through its
All assets and liabilities have been classified
acquisition of Metasoft during the year, the Group would
as current and non-current as per the Group’s
be able to further offer sales force, licensing solutions,
normal operating cycle which does not exceed
Mule Soft integrations, CPQ for salesforce and Vlocity
12 months.
products to a variety of industries (Refer note 34(b)).The
Group carries out its operations in India, UK, USA, EMEA
c. Use of estimate and judgement
(Europe, the Middle East and Africa), APAC (Asia-Pacific)
and has its offshore software development centres in The preparation of consolidated financial
India at Mumbai, Gurugram, Noida, Pune, Chennai, statements in conformity with Ind AS requires
Mahape and Ahmedabad. management to make judgments, estimates
and assumptions that affect the application of
2 Basis of preparation and presentation accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual
a. Statement of compliance results may differ from these estimates. Estimates
These consolidated financial statements have been and underlying assumptions are reviewed on a
prepared in accordance with Indian Accounting periodic basis. Revisions to accounting estimates
Standards (“Ind AS”) prescribed under section 133 are recognized in the period in which the estimates
of the Companies Act, 2013 (the ‘Act’) read with are revised and in any future periods affected. In
Companies (Indian Accounting Standards) Rules, particular, information about significant areas of
2015 and Companies (Indian Accounting Standards) estimation, uncertainty and critical judgments in
Amendment Rules, 2016, and the presentation and applying accounting policies that have the most
disclosure requirement of Division II of Schedule significant effect on the amounts recognized in the
III to the Act and the guidelines issued by the consolidated financial statements is included in the
Securities and Exchange Board of India to the following notes:
extent applicable. i) Revenue recognition: The Group applies
The revision to consolidated financial statements the percentage of completion method in
is permitted by Board of Directors after obtaining accounting for its fixed price contracts. Use
necessary approvals or at the instance of regulatory of the percentage of completion method
authorities as per the provisions of the Act. requires the Group to estimate the efforts
or costs expended to date as a proportion
These consolidated financial statements of the of the total efforts or costs to be expended.
Group (“consolidated financial statements”) as Efforts or costs expended have been used to
at and for the year ended March 31, 2023 were measure progress towards completion as there
approved and authorised by the Company’s board is a direct relationship between input and
of directors as on April 19, 2023. productivity. Provisions for estimated losses,
All amounts included in the consolidated financial if any, on uncompleted contracts are recorded
statements are reported in Indian rupees (in lakhs) in the period in which such losses become

probable based on the expected contract which may impact their life, such as changes
estimates at the reporting date. in technology.
ii) Income taxes: The Group’s major tax vi) Impairment testing: Goodwill and Intangible
jurisdictions are India, UK, USA, EMEA and assets recognized on business combination
APAC. Significant judgments are involved in are tested for impairment at least annually
determining the provision for income taxes, or when events occur or changes in
including judgement on whether tax positions circumstances indicate that the recoverable
are probable of being sustained in the tax amount of the asset or the cash generating
assessment. A tax assessment can involve unit (CGU) to which these pertain is less than
complex issues, which can only be resolved the carrying value. The recoverable amount
over extended time periods. of the asset or the CGU is higher of value-in-
use and fair value less cost of disposal. The
iii) Business combination: Business combinations
calculation of value in use of a CGU involves
are accounted for using Ind AS 103. Ind AS
use of significant estimates and assumptions
103 requires the identifiable intangible assets
which includes turnover and earnings
and contingent consideration to be fair valued
multiples, growth rates and net margins used
in order to ascertain the net fair value of
to calculate projected future cash flows, risk-
identifiable assets, liabilities and contingent
adjusted discount rate, future economic and
liabilities of the acquiree. Significant estimates
market conditions.
are required to be made in determining
the value of contingent consideration and vii) Expected credit losses on financial assets:
intangible assets and their estimated useful On application of Ind AS 109, the impairment
life. These valuations are conducted by provisions of financial assets are based
independent valuation experts. on assumptions about risk of default and
expected timing of collection. The Group
iv) Defined benefit plans and compensated
uses judgment in making these assumptions
absences: The cost of the defined benefit
and selecting the inputs to the impairment
plans, compensated absences and the present
calculation, based on the Group’s past history
value of the defined benefit obligations
of collections, customer’s credit-worthiness,
are based on actuarial valuation using the
existing market conditions as well as
projected unit credit method. An actuarial
forward looking estimates at the end of each
valuation involves making various assumptions
reporting period.
that may differ from actual developments in
the future. These include the determination viii) Research and development credit: Research
of the discount rate, future salary increases and development credit, in accordance with
and mortality rates. Due to the complexities Ind AS 20 are recognised only to the extent
involved in the valuation and its long-term there is reasonable assurance that the related
nature, a defined benefit obligation is highly conditions will be met and amounts will
sensitive to changes in these assumptions. be received.
All assumptions are reviewed at each
Government grant relating to income are
reporting date.
deferred and recognised in the consolidated
v) Property, plant and equipment: Property, statement of profit and loss over the period
plant and equipment represent a significant necessary to match them with costs that
proportion of the asset base of the Group. The they are intended to compensate and
change in respect of periodic depreciation presented within the other income/ credit to
is derived after determining an estimate related expenses.
of an assets expected useful life and the
ix) Deferred taxes: Deferred tax is recorded on
expected residual value at the end of its
temporary differences between the tax bases
life. The useful lives and residual values of
of assets and liabilities and their carrying
the Group’s assets are determined by the
amounts, at the rates that have been enacted
management at the time the asset is acquired
or substantively enacted at the reporting date.
and reviewed periodically, including at each
The ultimate realisation of deferred tax assets
financial year end. The lives are based on
is dependent upon the generation of future
historical experience with similar assets
taxable profits during the periods in which
as well as anticipation of future events,
those temporary differences and tax loss
carry forwards become deductible. The Group
Mastek Limited

considers the expected reversal of deferred relevant factors that create an economic
tax liabilities and projected future taxable incentive for it to exercise either the renewal
income in making this assessment. The or termination. After the commencement
amount of the deferred tax assets considered date, the Group reassesses the lease term
realisable, however, could be reduced in if there is a significant event or change
the near term if estimates of future taxable in circumstances that is within its control
income during the carry-forward period and affects its ability to exercise or not to
are reduced. exercise the option to renew or to terminate
(e.g., construction of significant leasehold
x) Provisions: Provision is recognised when the
improvements or significant customisation to
Group has a present obligation as a result of
the leased asset).
past event and it is probable that an outflow
of resources will be required to settle the When it is reasonably certain to exercise
obligation, in respect of which a reliable extension option and not to exercise
estimate can be made. Provisions (excluding termination option, the Group includes such
defined benefit obligation and compensated extended term and ignore termination option
expenses) are not discounted to its present in determination of lease term.
value and are determined based on best
The Group cannot readily determine the
estimate required to settle obligation at the
interest rate implicit in the lease, therefore,
balance sheet date. These are reviewed at
it uses its incremental borrowing rate (IBR) to
each balance sheet date adjusted to reflect
measure lease liabilities. The Group has taken
the current best estimates.
indicative rates from its bankers and used
xi) Share-based payments: At the grant date, them for Ind AS 116 calculation purposes.”
fair value of options granted to employees
(xiii) Evaluation of indicators for impairment of
is recognized as employee expense, with
assets – The evaluation of applicability of
corresponding increase in equity, over
indicators of impairment of assets requires
the period that the employee become
assessment of several external and internal
unconditionally entitled to the option. The
factors which could result in deterioration of
increase in equity recognized in connection
recoverable amount of the assets.
with share based payment transaction is
presented as a separate component in equity (xiv) Contingent liabilities – At each balance
under “share option outstanding account”. The sheet date, basis the management judgment,
amount recognized as expense is adjusted to changes in facts and legal aspects, the
reflect the impact of the revision in estimates Group assesses the requirement of provisions
based on number of options that are expected against the outstanding contingent liabilities.
to vest, in the consolidated statement of profit However, the actual future outcome may be
and loss with a corresponding adjustment different from this judgement.
to equity.
(xv) Restructuring provision – Severance liabilities
xii) Leases: Determining the lease term of as a result of reduction in work force are
contracts with renewal and termination recognised when they are determined to
options – Group as lessee be probable and estimable and create a
constructive obligation about the execution
Ind AS 116 requires the lessee to determine
of plan. On an ongoing basis, management
the lease term as the non-cancellable term
assesses the profitability of a business and
of the lease, together with any periods
possibly may decide to restructure the
covered by an option to extend the lease if it
operations of such businesses. Significant
is reasonably certain to be exercised, or any
assumptions are used in determining
periods covered by an option to terminate
the amount of the estimated liability
the lease, if it is reasonably certain not to
for restructuring.
be exercised.
(xvi) Any provision/reversal of the contract asset
The Group has several lease contracts that
is done on the basis of specific identification
include extension and termination options.
method. As per management estimate billing
The Group applies judgement in evaluating
is done within one year from the end of the
whether it is reasonably certain whether
financial year.
or not to exercise the option to renew or
terminate the lease. That is, it considers all

d. Basis of Consolidation ii) Foreign currency transactions and balances
The consolidated financial statements incorporate Foreign currency transactions of the Group
the financial statements of the Company are accounted at the exchange rates prevailing
and entities controlled by the Company (its on the date of the transaction. Monetary
subsidiaries). Control exists when the parent has assets and liabilities are translated at each
power over an investee, exposure or rights to reporting date based on the rate prevailing
variable returns from its involvement with the on such date. Gains and losses resulting from
investee and ability to use its power to affect those the settlement of foreign currency monetary
returns. Power is demonstrated through existing items and from the translation of monetary
rights that give the ability to direct relevant assets and liabilities denominated in foreign
activities, those which significantly affect the currencies are recognised in the consolidated
entity’s returns. Subsidiaries are consolidated from statement of profit and loss. Non-monetary
the date control commences until the date control assets and liabilities are continued to be
ceases and extent of control is considered based on carried at rates of initial recognition.
participative/beneficial rights.
For the purposes of presenting the
The financial statements of subsidiaries are consolidated financial statements assets
consolidated on a line-by-line basis and intra-group and liabilities of Group’s foreign operations
balances and transactions including unrealised with functional currency different from the
gain/ loss from such transactions are eliminated Company are translated into Company’s
upon consolidation. functional currency i.e. INR using exchange
rates prevailing at the end of each reporting
The Consolidated Financial Statements are
period. Income and expense items are
prepared using uniform accounting policy for
translated at the average exchange rates for
like transactions and other events in similar
the period. Exchange differences arising, if
circumstances and necessary adjustments required
any, are recognised in other comprehensive
for deviations, if any, have been made in the
income and accumulated in equity.
consolidated financial statements.
Goodwill and fair value adjustments arising on
Non-controlling interests, if any, in the results
the acquisition of a foreign entity are treated
and equity of subsidiary companies are shown
as assets and liabilities of the foreign entity
separately in the consolidated statement of profit
and translated at the exchange rate in effect
and loss, consolidated statement of changes
at the balance sheet date.
in equity and consolidated balance sheet. The
group treats transactions with non-controlling
iii) Financial instruments
interests that do not result in a loss of control
as transactions with equity owners of the group. A. Initial recognition and measurement
A change in ownership interest results in an The Group recognizes financial assets and
adjustment between the carrying amounts of the liabilities when it becomes a party to the
controlling and non-controlling interests to reflect contractual provisions of the instrument. All
their relative interests in the subsidiary. Any financial assets (except trade receivables) and
difference between the amount of the adjustment financial liabilities are recognized at fair value
to non-controlling interests and any consideration on initial recognition. Transaction costs that
paid or received is recognised within equity. are directly attributable to the acquisition
or issue of financial assets and liabilities that
e. Summary of Significant accounting policies are not measured at fair value through profit
or loss are added to the fair value on initial
i) Functional and Presentation Currency recognition. Regular purchase and sale of
Items included in the consolidated financial financial assets are recognised on the trade
statements of each of the Group’s subsidiaries date. Further, trade receivables are measured
are measured using the currency of the at transaction price on initial recognition.
primary economic environment in which
B. Subsequent measurement
these entities operate (i.e. the “functional
currency”). The consolidated financial 1. Non-derivative financial instruments
statements are presented in Indian Rupee,
a. Financial assets carried at amortised cost
the national currency of India, which is the
functional currency of the Company. A financial asset is subsequently measured at
amortised cost if it is held within a business
Mastek Limited

model whose objective is to hold the asset the hedging instruments recognized in hedging
in order to collect contractual cash flows and reserve till the price hedge was effective
the contractual terms of the financial asset remain in cash flow hedge reserve until the
give rise on specified dates to cash flows forecasted transaction occurs. The cumulative
that are solely payments of principal and gain or loss previously recognized in the
interest on the principal amount outstanding. cash flows hedging reserve is transferred to
Financial assets are subsequently measured profit or loss upon the occurrence of related
at amortised cost using the effective interest forecasted transactions.
rate method less impairment losses, if any.
Changes in the fair value of the derivative
b. Financial Assets at Fair Value Through hedging instrument designated as a cash flow
Other Comprehensive Income (FVOCI) hedge are recognised in other comprehensive
A financial asset is subsequently measured income and presented within equity in the
at fair value through other comprehensive cash flow hedging reserve to the extent that
income if it is held within a business the hedge is effective. To the extent that the
model whose objective is achieved by both hedge is ineffective, changes in fair value are
collecting contractual cash flows and selling recognised in the consolidated statement of
financial assets and the contractual terms profit and loss.
of the financial asset give rise on specified The Group’s policy is to recognise transfers
dates to cash flows that are solely payments into and transfers out of fair value hierarchy
of principal and interest on the principal levels as at the end of the reporting period.
amount outstanding. The Group has made an
irrevocable election to present investment in For accounting policy related to fair value
share warrants at FVOCI. hierarchy refer note 29.
c. Financial Assets at Fair Value Through C. Derecognition of financial instruments

Profit or Loss (FVTPL) The Group derecognises a financial asset when
A financial asset which is not classified in any the contractual right to receive the cash flows
of the above categories are subsequently fair from the financial asset expire or it transfers
valued through profit or loss. the financial asset.
d. Financial Liabilities A financial liability is derecognised when the

obligation under the liability is discharged,
Financial liabilities are subsequently carried
cancelled or expires.
at amortised cost using the effective interest
method, except for contingent consideration D. Offsetting of financial instruments:
recognized in a business combination which is Financial assets and financial liabilities are
subsequently measured at fair value through offset and the net amount is reported in
profit or loss. For trade and other payables the consolidated balance sheet if there is a
maturing within one year from the balance currently enforceable legal right to offset the
sheet date, the carrying amounts approximate recognised amounts and there is an intention
the fair value due to the short maturity of to settle on a net basis, to realise the assets
these instruments. and settle the liabilities simultaneously.
e. Derivative instruments
(iv) Current versus non-current classification
The Group holds derivative financial
instruments such as foreign exchange forward 1. An asset is considered as current when it is:
contracts to mitigate the risk of changes in a. Expected to be realised or intended to be sold
exchange rates on foreign currency exposures. or consumed in the normal operating cycle, or
The counterparty for these contracts is
generally a bank. b. Held primarily for the purpose of trading, or
These derivative instruments are designated c. Expected to be realised within twelve months
as cash flow hedge. after the reporting period, or
The hedge accounting is discontinued when d. Cash or cash equivalents unless restricted
the hedging instruments expires or is sold, from being exchanged or used to settle a
terminated or no longer qualifies for hedge liability for at least twelve months after the
accounting and the cumulative gain or loss on reporting period.”

2. All other assets are classified as non-current. Category Useful Life
Building 25-30 years
3. Liability is considered as current when it is:
Computers 2-5 years
a. Expected to be settled in the normal Plant and 2-5 years
operating cycle, or equipment
Furniture and 5 years
b. Held primarily for the purpose of trading, or fixtures
c. Due to be settled within twelve months after Office equipment 5 years
the reporting period, or Vehicles 5 years
Leasehold 5-15 years i.e. life of the
d. There is no unconditional right to defer the improvement asset or the primary period
settlement of the liability for at least twelve of lease whichever is less
months after the reporting period. Leasehold land Lease Term ranging from 95-
99 years
4. All other liabilities are classified as non-
current. In case of certain PPE, the Group uses useful
life different from those specified in Schedule
5. Deferred tax assets and liabilities are classified
II of the Act which is duly supported by
as non-current assets and liabilities.
technical evaluation. The management believe
6. All assets and liabilities have been classified that these estimated useful lives are realistic
as current or non-current as per the Group’s and reflect fair approximation of the period
operating cycle and other criteria set out in over which the assets are likely to be used.
Schedule III to the Act. Based on the nature of
Depreciation methods, useful lives and
services and the time between the acquisition
residual values are reviewed at each reporting
of assets for processing and their realisation
date. Depreciation on addition/ disposal is
in cash and cash equivalents, the Group has
calculated pro-rata from the date of such
ascertained its operating cycle as twelve
addition/ upto the date of disposal.
months for the purpose of current and non-
current classification of assets and liabilities. Capital work-in-progress includes PPE under
construction and not ready for intended use as
v) Property, Plant and Equipment (PPE) on the balance sheet date.
Property, plant and equipment are stated
at cost, less accumulated depreciation, vi) Intangible assets
amortisation and impairment loss, if any. Intangible assets (having a finite useful
Costs directly attributable to acquisition are life) are stated at cost less accumulated
capitalized until the PPE are ready for use, amortisation and impairment loss, if any.
as intended by management. The cost of PPE Intangible assets are amortised over their
acquired in a business combination is recorded respective estimated useful life on a straight
at fair value on the date of acquisition. line method.
The fair value is taken as per the report
Estimated useful life reflects the manner
of independent valuer. The cost comprises
in which the economic benefit is expected
purchase price, borrowing cost if capitalisation
to be generated from that individual
criteria are met and directly attributable cost
intangible asset.
of bringing the asset to its working condition
for the intended use. The estimated useful life of amortisable
intangibles are reviewed and where
An item of PPE and any significant part initially
appropriate are adjusted, annually.
recognised is derecognised upon disposal
or when no future economic benefits are The estimated useful lives of the amortisable
expected from its use or disposal. Any gain intangible assets for the current and
or loss arising on derecognition of the asset comparative periods are as follows:
is included in the consolidated statement of
Category Useful Life
profit and loss when the asset is derecognised.
Computer Software 1-5 years
The Group depreciates PPE over their Customer Contracts 1-3 years
estimated useful lives using the straight-line Customer 7-15 years
Relationships
method. The estimated useful lives of assets
Refer (ix) below for
are as follows: goodwill
Mastek Limited

vii) Investment Property b. Lease liabilities
Property that is held either for long term At the commencement date of the lease,
rental yield or for capital appreciation or the Group recognises lease liabilities
both, but not for sale in ordinary course of measured at the present value of lease
the business, use in the production or supply payments to be made over the lease
of goods or services or for administrative term. The lease payments include fixed
purposes is classified as investment property. payments (including in-substance fixed
Upon initial recognition, an investment payments) less any lease incentives
property is measured at cost. Subsequent receivable, variable lease payments,
to initial recognition, investment property and amounts expected to be paid under
is measured at cost less accumulated residual value guarantees. The lease
depreciation and accumulated impairment payments also include the exercise
loss, if any. Depreciation is provided in the price of a purchase option reasonably
same manner as PPE. certain to be exercised by the Group and
payments of penalties for terminating
Any gain or loss on disposal of an investment
the lease, if the lease term reflects
property is recognised in consolidated
the Group exercising the option to
statement of profit and loss.
terminate. Variable lease payments that
do not depend on an index or a rate are
viii) Leases
recognised as expenses in the period in
The Group has applied Ind AS 116 with which the event or condition that triggers
effect from April 1, 2019, using the modified the payment occurs.
retrospective approach and therefore the
comparative information has not been In calculating the present value of
restated and continues to be reported under lease payments, the Group uses its
Ind AS 17. incremental borrowing rate at the
lease commencement date because the
As a lessee interest rate implicit in the lease is not
The Group applies a single recognition and readily determinable.
measurement approach for all leases, except
After the commencement date, the
for short-term leases and leases of low-value
amount of lease liabilities is increased
assets. The Group recognises lease liabilities
to reflect the accretion of interest and
to make lease payments and right-of-use
reduced for the lease payments made.
assets representing the right to use the
In addition, the carrying amount of lease
underlying assets.
liabilities is remeasured if there is a
modification, a change in the lease term,
a. Right of use assets
a change in the lease payments (e.g.,
The Group recognises right-of-use assets changes to future payments resulting
at the commencement date of the lease from a change in an index or rate used
(i.e., the date the underlying asset is to determine such lease payments) or a
available for use). Right-of-use assets are change in the assessment of an option to
measured at cost, less any accumulated purchase the underlying asset.
depreciation and impairment losses, and
adjusted for any remeasurement of lease c. Short-term leases and leases of low-
liabilities. The cost of right-of-use assets value assets
includes the amount of lease liabilities
The Group applies the short-term lease
recognised, initial direct costs incurred,
recognition exemption to its short-term
and lease payments made at or before
leases of property, plant and equipment
the commencement date less any lease
(i.e., those leases that have a lease
incentives received. Right-of-use assets
term of 12 months or less from the
are depreciated on a straight-line basis
commencement date and do not contain
over the shorter of the lease term and
a purchase option). It also applies the
the estimated useful lives of the assets,
lease of low-value assets recognition
which are in accordance with the lives
exemption to leases of laptops, lease-
mentioned under (iv) above.
lines, office furniture and equipment that
are considered to be low value. Lease

payments on short-term leases and leases it results in the non-controlling interest having
of low-value assets are recognised as a deficit balance.
expense on a straight-line basis over the
Put option: The holding company has written
lease term.
a put option over the equity instrument of a
As a lessor subsidiary, where the holders (non-controlling
Leases in which the Group does not transfer interests) of that instrument have the right
substantially all the risks and rewards to put their instrument back to the Group
incidental to ownership of an asset are at their fair value on specified dates. The
classified as operating leases. Rental income amount that may become payable at each
arising is accounted for on a straight-line reporting date under the option on exercise is
basis over the lease term. Initial direct costs recognised at present value as a written put
incurred in negotiating and arranging an option financial liability with a corresponding
operating lease are added to the carrying charge directly to equity.
amount of the leased asset and recognised Acquisition costs that the Group incurs in
over the lease term on the same basis connection with a business combination are
as rental income. Contingent rents are expensed as incurred.
recognised as revenue in the period in which
they are earned. Goodwill: Goodwill represents the excess of
the cost of an acquisition over the fair value
ix) Business combination of the Company’s share of the net identifiable
assets of the acquired subsidiary at the date
Business combinations are accounted for using
of acquisition. Goodwill is measured at cost
the acquisition method under the provisions
less accumulated impairment losses. Goodwill
of Ind AS 103, Business Combinations. The cost
is allocated to the cash-generating units (CGU)
of an acquisition is measured at the fair value
expected to benefit from the synergies of the
of the assets transferred, equity instruments
combination for the purpose of impairment
issued and liabilities incurred or assumed at
testing. A CGU is the smallest identifiable
the date of acquisition, which is the date on
group of assets that generates cash inflows
which control is transferred to the Group.
that are largely independent of the cash
For convenience, an acquisition date may inflows from other assets or group of assets.
be considered to be at the beginning or end
Goodwill is tested for impairment annually or
of a month, in which the control is acquired
earlier, if events or changes in circumstances
rather than the actual acquisition date, unless
indicate that the carrying amount may not
events between the ‘convenience’ date and
be recoverable.
the actual acquisition date result in material
changes in the amounts recognised. The cost For the purpose of impairment testing,
of acquisition also includes the fair value of goodwill is allocated to a Cash generating unit
any contingent consideration. Identifiable (CGU) representing the lowest level within
assets acquired, liabilities and contingent the group at which goodwill is monitored for
liabilities assumed in a business combination internal management purposes, and which is
are measured initially at their fair value on the not higher than the group operating segment.
date of acquisition. Goodwill is tested for impairment at least
annually or whenever there is an indication
Contingent consideration is remeasured at
that goodwill may be impaired. For goodwill
fair value at each reporting date and any
impairment testing, the carrying amount
changes in the fair value are recognised in the
of CGU’s (including allocated goodwill) is
consolidated statement of profit and loss.
compared with its recoverable amount by the
The interest of non-controlling shareholders Group. The recoverable amount of a CGU is
is initially measured at fair value as on the the higher of its fair value less cost to sell or
acquisition date. Subsequent to acquisition, its value in use. Total impairment loss of a
the carrying amount of non-controlling CGU is allocated first to reduce the carrying
interest is the amount of those interests at amount of goodwill allocated to the CGU
initial recognition plus the non-controlling and then to other assets of the CGU pro rata
interest’s share of subsequent changes on the basis of the carrying amount of such
in equity. Total comprehensive income is assets in CGU.
attributed to non-controlling interests even if
Mastek Limited

x) Impairment of assets provident fund, employees’ state insurance,
a. Non financial assets labour welfare fund and superannuation
fund in India which are administered through
Non financial assets are evaluated for
Government of India and/or Life Insurance
recoverability whenever events or changes
Corporation of India (LIC). The Group
in circumstances indicate that their carrying
also makes contributions towards defined
amounts may not be recoverable. For
contribution plans in respect of its subsidiaries
the purpose of impairment testing, the
and branches in foreign jurisdictions, as
recoverable amount (i.e. the higher of the fair
applicable. Under the defined contribution
value less cost to sell and the value in-use) is
plans, the Group has no further obligation
determined on an individual asset basis unless
beyond making the contributions. Such
the asset does not generate cash flows that
contributions are charged to the consolidated
are largely independent of those from other
statement of profit and loss as incurred.
assets. In such cases, the recoverable amount
is determined for the CGU to which the
(b) Defined benefit plan
asset belongs.
The Group has defined benefit plans for post
If such assets are considered to be impaired, employment benefits in the form of gratuity
the impairment to be recognised in the for its employees in India. The gratuity
consolidated statement of profit and loss scheme of the Group is administered through
is measured by the amount by which the Life Insurance Corporation of India (LIC)
carrying value of the assets exceeds the (partially funded). Liability/Asset for defined
estimated recoverable amount of the benefit plans are recognized on the basis of
asset. An impairment loss is reversed in the actuarial valuations, as at the balance sheet
consolidated statement of profit and loss if date, carried out by an independent actuary
there has been a change in the estimates which is net of the present value of defined
used to determine the recoverable amount. obligation and the fair value of the plan
The carrying amount of the asset is increased assets. The actuarial valuation method used
to its revised recoverable amount, provided by independent actuary for measuring the
that this amount does not exceed the carrying liability is the projected unit credit method.
amount that would have been determined
(net of any accumulated amortisation or Actuarial gains or losses are recognized in
depreciation) had no impairment loss been OCI. Further, the profit or loss does not
recognised for the asset in prior years. include an expected return on plan assets.
Instead net interest recognised in profit or
b. Financial assets loss is calculated by applying the discount
The Group recognise loss allowances using rate used to measure the defined benefit
the expected credit loss (ECL) model for obligation to the net defined benefit liability
financial assets or group of financial assets. or asset. The discount rate used is with
Loss allowances for trade receivables with no reference to market yields on government
significant financing component is measured bonds for a term approximating with the term
at an amount equal to lifetime ECL. For of related obligation. The actual return on
contract assets management is following the plan assets above or below the discount
Specific Identification Method given under rate is recognized as part of re-measurement
Ind AS 109. For all other financial assets, of net defined liability or asset through other
expected credit losses are measured at an comprehensive income.
amount equal to the 12 month expected credit
Remeasurements comprising of actuarial gains
losses or at an amount equal to the life time
or losses and return on plan assets (excluding
expected credit losses if the credit risk on the
amounts included in net interest on the net
financial asset has increased significantly since
defined benefit liability) are not reclassified to
initial recognition.
profit or loss in subsequent periods.
xi) Employee Benefits The Group has other defined benefit plans,
A. Long Term Employee Benefits which are not funded, for subsidiaries
operating outside India as per respective
(a) Defined contribution plan local laws. The amount of liability in respect
The Group has defined contribution plans of these plans is recognised based on
for post employment benefits in the form of actuarial valuation.

(c) Other long-term employee benefits The amounts recognised in “share options
The employees of the Group are also entitled outstanding account” are transferred to
for other long-term benefit in the form of share capital and securities premium upon
compensated absences as per the policy of the exercise of stock options by employees. Where
Group. Employees are entitled to accumulate employee stock options lapse after vesting,
leave balance up to the upper limit as per an amount equivalent to the cumulative
the Group’s policies which can be carried cost for the lapsed option is transferred
forward perpetually. Leave encashment from ‘Shares option outstanding account’ to
for employees gets triggered on an annual general reserve.
basis, if the accumulated leave balance
exceeds the upper limit of leave. Further, xiii) Provisions, Contingent Liabilities and
at the time of retirement or death while in Contingent assets
employment or on termination of employment Provisions are recognised when the Group has
leave encashment vests equivalent to salary a present obligation as a result of past events,
payable for number of days of accumulated for which it is probable that an outflow of
leave balance. Liability for such benefits is resources embodying economic benefits will
provided on the basis of actuarial valuations, be required to settle the obligation, and a
as at the balance sheet date, carried out by reliable estimate of the amount can be made.
an independent actuary using projected unit A disclosure for a contingent liability is made
credit method. where there is a possible obligation that arises
from past events and the existence of which
B. Short-term employee benefits
will be confirmed only by the occurrence or
The undiscounted amount of short term non occurrence of one or more uncertain
employee benefits expected to be paid future events not wholly within the control
in exchange for the services rendered by of the Group or a present obligation that
employees is recognised in the year during arises from the past events where it is either
which the employee rendered the services. not probable that an outflow of resources
These benefits also include compensated will be required to settle the obligation or
absences such as paid annual leave and a reliable estimate of the amount cannot
performance incentives. be made. Provisions are reviewed regularly
C. Termination benefits and are adjusted where necessary to reflect
the current best estimates of the obligation.
Termination benefits including those in the
Where the Group expects a provision to be
nature of voluntary retirement benefits
reimbursed, the reimbursement is recognised
or those arising from restructuring, are
as a separate asset, only when such
recognised in the consolidated statement
reimbursement is virtually certain.
of profit and loss when the Group has a
present obligation as a result of past event, Contingent asset is not recognised in the
when a reliable estimate can be made of the Consolidated Financial Statement. However, it
amount of the obligation and it is probable is recognised only when an inflow of economic
that an outflow of resources embodying benefits is probable.
economic benefits will be required to settle
the obligations. xiv) Revenue recognition
The Group derives revenue primarily from
xii) Share based payment Information Technology services which
The Group determines the compensation cost includes IT Outsourcing services, support and
based on the fair value method in accordance maintenance services. The Group recognises
with Ind AS 102 Share based payment. The revenue over time of period of contract, on
Group grants options to its employees which transferring control of deliverables (products,
will be vested in a graded manner and are to solutions and services) to its customers in an
be exercised within a specified period. The amount reflecting the consideration to which
compensation cost is amortised on a graded the Group expects to be entitled. To recognise
basis over the vesting period. The share based revenues, Group applies the following five
compensation expense is determined based step approach: (1) identify the contract with
on the Group’s estimate of equity instruments a customer, (2) identify the performance
that will eventually vest. obligations in the contract, (3) determine the
Mastek Limited

transaction price, (4) allocate the transaction are recognised, over time as the services
price to the performance obligations in the are provided. Revenue from maintenance
contract, and (5) recognise revenues when a contracts is recognised ratably over the
performance obligation is satisfied. period of the contract because the Group
transfers the control evenly by providing a
Group accounts for a contract when it has
standard service.
approval and commitment from all parties,
the rights of the parties are identified, The term of the maintenance contract is
payment terms are identified, the contract usually one year. Renewals of maintenance
has commercial substance and collectability of contracts create new performance obligations
consideration is probable. that are satisfied over the term with the
revenues recognised ratably over the term.
Fixed Price contracts related to application
development, consulting and other services Any modification or change in existing
are single performance obligation or a performance obligations is assessed whether
stand-ready performance obligation, which the services are added to the existing contract
in either case is comprised of a series of or not. The distinct services are accounted
distinct services that are substantially for as a new contract and services which are
the same and have the same pattern of not distinct are accounted for on a cumulative
transfer to the customer (i.e. distinct days catch-up basis.
or months of service). Revenue is recognised
Trade Receivable is primarily comprised of
in accordance with the method prescribed
billed and unbilled receivables (i.e. only the
for measuring progress i.e. percentage of
passage of time is required before payment is
completion method. Percentage of completion
due) for which the Group has an unconditional
is determined based on project costs incurred
right to consideration, net of an allowance
to date as a percentage of total estimated
for doubtful accounts. A contract asset is
project costs required to complete the
a right to consideration that is conditional
project. The cost expended (or input) method
upon factors other than the passage of time.
has been used to measure progress towards
Contract assets are presented separately
completion as there is a direct relationship
in the consolidated financial statements
between input and productivity. The
and primarily relate to unbilled amounts on
estimates are evaluated at every reporting
fixed-price contracts utilizing the cost to cost
period and the revisions on account of changes
method i.e. percentage of completion method
in estimates are recognized prospectively in
(POCM) of revenue recognition. Contract
the period in which the changes are effected.
liabilities consist of advance payments and
Revenues relating to time and material
billings in excess of revenues recognised.
contracts are recognised as the related
services are rendered. The difference between opening and
closing balance of the contract assets and
Multiple element arrangements-
liabilities results from the timing differences
In contracts with multiple performance between the performances obligation and
obligations, Group accounts for individual customer payment.
performance obligations separately if they
are distinct and allocate the transaction Cost to fulfil the contracts- Recurring
price to each performance obligation based operating costs for contracts with customers
on its relative standalone selling price out are recognized as incurred. Non recurring
of total consideration of the contract. cost and additional cost like sales commission
Standalone selling price is determined utilizing are due for payment only if related revenue
observable prices to the extent available. If is billed, these costs are expensed off in
the standalone selling price for a performance proportion to the revenue recognised during
obligation is not directly observable, Group the year.
uses expected cost plus margin approach. Revenue recognition excludes any government
IT support and maintenance- taxes but includes reimbursement of out of
pocket expenses.
Contracts related to maintenance and support
services are either fixed price or time and Provision of onerous contract are recognised
material. In these contracts, the performance when the expected benefits to be derived
obligations are satisfied, and revenues by the Group from a contract are lower than

the unavoidable cost of meeting the future Deferred income tax asset (including Minimum
obligation under the contract. The provision Alternative Tax (MAT) credit) is recognised
is measured at present value of the lower of to the extent that it is probable that taxable
the expected cost of terminating the contract profit will be available against which the
and the expected net cost of continuing with deductible temporary differences, and the
the contract. carry forward of unused tax credits and
unused tax losses can be utilized. Deferred
Other operating revenue includes revenue
income tax liabilities are recognised for all
arising from Group’s ancillary revenue-
taxable temporary differences.
generating activities. Revenue from these
activities are recorded only when Group is Current tax and deferred tax assets and
reasonably certain of such income. liabilities are offset when there is a legally
enforceable right to set off the recognised
xv) Income tax amount and there is an intention to settle the
Tax expense for the year comprises of current asset and liability on a net basis.
tax and deferred tax. Current tax is measured
by the amount of tax expected to be paid xvi) Other Income
to the taxation authorities on the taxable Other income comprises interest income on
profits after considering tax allowances and bank deposits, research and development
exemptions and using applicable tax rates and credits, dividend income and gains /
laws. Deferred tax is recognised on timing (losses) on disposal of investments except
differences between the accounting base and investments fair value through OCI, property
the taxable base for the year and quantified plant and equipment, investment property
using the tax rates and tax laws enacted etc. Interest income is recognised using the
or substantively enacted as on the balance effective interest method. Dividend income is
sheet date. recognized when the right to receive payment
is established.
Significant judgements are involved in
determining the provision for income taxes
xvii) Finance / Borrowing costs
including judgement on whether tax positions
are probable of being sustained in tax Finance costs comprises interest cost on
assessments. A tax assessment can involve borrowings, losses arising on re-measurement
complex issues, which can only be resolved of financial assets at FVTPL, losses on
over extended time periods. The recognition translation or settlement of foreign currency
of taxes that are subject to certain legal or borrowings and changes in fair value and
economic limits or uncertainties is assessed losses on settlement of related derivative
individually by management based on the instruments. Borrowing costs that are not
specific facts and circumstances. Though directly attributable to a qualifying asset are
the Group has considered all these issues in recognised in the consolidated statement
estimating its income taxes, there could be of profit and loss using the effective
an unfavourable resolution of such issues that interest method.
may affect results of the Group’s operations.
xviii) Government grants
Deferred income tax (including asset for
Grants/ assistance from the government are
Minimum Alternative Tax (MAT) credit) is
recognised at their fair value where there is
recognised using the balance sheet approach.
reasonable assurance that the grant will be
Deferred income tax assets and liabilities
received and the Group will comply with all
are recognised for deductible and taxable
attached conditions. Grants related to income
temporary differences arising between the tax
(revenue in nature) are presented as part of
base of assets and liabilities and their carrying
the profit or loss as deduction while reporting
amount in the respective standalone financial
the related expense.
statements, except when the deferred income
tax arises from the initial recognition of
xix) Earnings per share
goodwill or an asset or liability in a transaction
that is not a business combination and affects Basic earnings per share is calculated by
neither accounting nor taxable profits or loss dividing the net profit or loss for the period
at the time of the transaction. attributable to equity Shareholders of the
Mastek Limited

Group by the weighted average number of of income recognised in accordance with the
equity shares outstanding during the period. principles of Ind AS 115.
For the purpose of calculating diluted earnings

xxiii) Equity shares
per share, the net profit or loss for the period
attributable to equity Shareholders of the Equity shares are classified as equity.
Group and the weighted average number Incremental costs directly attributable to
of shares outstanding during the period, the issue of new shares or options are shown
are adjusted for the effects of all dilutive in equity as a deduction, net of tax, from
potential equity shares. the proceeds.
xx) Cash and cash equivalent xxiv) Exceptional items
Cash and cash equivalents include cash in When items of income and expense within
hand, demand deposits with banks and other profit or loss from ordinary activities are
short term highly liquid investments with of such size, nature or incidence that their
original maturities of three months or less, disclosure is relevant to assist users in
excluding bank overdraft. understanding the financial performance
achieved and in making projections of future
xxi) Restructuring provision financial performance, the nature and amount
of such material items are disclosed separately
On an ongoing basis, management assesses
as exceptional items.
the profitability of a business and possibly
may decide to restructure the operations of
xxv) Events after the reporting date
such businesses.
Where events occurring after the balance
Severance liabilities as a result of reduction sheet date provide evidence of conditions that
in work force are recognised when they are existed at the end of the reporting period, the
determined to be probable and estimable impact of such events is adjusted within the
and create a constructive obligation about consolidated financial statements. Where the
the execution of plan. Other liabilities for events are indicative of conditions that arose
costs associated with restructuring activity after the reporting period, the amounts are
are recognised when the liability is incurred, not adjusted, but are disclosed if those non-
instead of upon commitment of plan. adjusting events are material.
Significant assumptions are used in
determining the amount of the estimated xxvi) Cash flow hedge
liability for restructuring. If the assumptions The effective portion of changes in the fair
regarding early termination and the timing value of derivatives that are designated and
prove to be inaccurate, Group may be required qualify as cash flow hedge is recognised in
to record additional losses, or conversely, a other comprehensive income and accumulated
future gain. under cash flow hedge reserve. The Company
classifies its forward contract that hedge
xxii) Financial guarantee contracts foreign currency risk associated as cash flow
Financial guarantee contracts issued by the hedge and measures them at fair value. The
Group are those contracts that require a gain or loss relating to the ineffective portion
payment to be made to reimburse the holder is recognised immediately in the consolidated
for a loss it incurs because the specified statement of profit and loss and is included
debtor fails to make a payment when due in the ‘other expense / other income’ line
in accordance with the terms of a debt item. Amounts previously recognised in other
instrument. Financial guarantee contracts are comprehensive income and accumulated
recognised initially as a liability at fair value, in equity relating to effective portion
adjusted for transaction costs that are directly (as described above) are reclassified to
attributable to the issuance of the guarantee. the consolidated statement of profit and
Subsequently, the liability is measured at loss in the periods when the hedged item
the higher of the amount of loss allowance affects the consolidated statement of profit
determined as per impairment requirements and loss, in the same line as the recognised
of Ind AS 109 and the amount recognised less, hedged item. When the hedging instrument
when appropriate, the cumulative amount expires or is sold or terminated or when a

hedge no longer meets the criteria for hedge to occur, the cumulative gain or loss that
accounting, any cumulative deferred gain or was reported in equity are immediately
loss at that time remains in equity until the reclassified to consolidated statement of profit
forecast transaction occurs and when the and loss within other income.
forecast transaction is no longer expected
f. Details of investments in subsidiary companies in accordance with Ind AS 27
Principal place of % ownership % ownership

Name of subsidiary business and country interest held as at interest held as at
of incorporation 31 March 2023 31 March 2022
Mastek Enterprise Solutions Private Limited (Formerly known as Trans India 90% 80%
American Information System Private Limited)
Mastek (UK) Limited UK 100% 100%
Mastek Inc. USA 100% 100%
Trans American Information Systems Inc. USA 100% 100%
Mastek Digital Inc. Canada 100% 100%
Mastek Arabia - FZ LLC Dubai 100% 100%
Evolutionary Systems Consultancy LLC* Abu Dhabi 49% 49%
Mastek Systems Pty Ltd (Formerly known as Evolutionary Systems Pty Australia 100% 100%
Ltd)
Evolutionary Systems Bahrain SPC Bahrain 100% 100%
Evolutionary Systems Egypt LLC Egypt 100% 100%
Evosys Kuwait WLLC* Kuwait 49% 49%
Evosys Consultancy Services Malaysia Malaysia 100% 100%
Newbury Cloud, Inc. USA 100% 100%
Evolutionary Systems BV Netherlands 100% 100%
Evolutionary Systems Qatar WLL* Qatar 49% 49%
Evolutionary Systems Saudi LLC Saudi 100% 100%
Evolutionary Systems (Singapore) PTE. LTD. Singapore 100% 100%
Evolutionary Systems Company Limited (UK) UK 100% 100%
Evolutionary Systems Corp. USA 100% 100%
Evolutionary Systems Canada Limited Canada 100% 100%
Meta Soft Tech Systems Private Limited India 100% NA
Metasoftech Solutions LLC USA 100% NA
* Represents legal ownership as per the local laws of respective country. However, Holding Company through its subsidiaries, is holding
100% of the beneficial interest in these entities.
Mastek Limited

Recent accounting pronouncements decommissioning obligations. The amendments
Ministry of Corporate Affairs (“MCA”) notifies new narrowed the scope of the recognition exemption
standard or amendments to the existing standards in paragraphs 15 and 24 of Ind AS 12 (recognition
under Companies (Indian Accounting Standards) exemption) so that it no longer applies to
Rules as issued from time to time. On March transactions that, on initial recognition, give
31, 2023, MCA amended the Companies (Indian rise to equal taxable and deductible temporary
Accounting Standards) Rules, 2015 by issuing differences. The Group is evaluating the impact, if
the Companies (Indian Accounting Standards) any, in its consolidated financial statements.
Amendment Rules, 2023, applicable from April 1, Ind AS 8 – Accounting Policies, Changes in
2023, as below: Accounting Estimates and Errors
Ind AS 1 – Presentation of Financial Statements The amendments will help entities to distinguish
The amendments require companies to disclose between accounting policies and accounting
their material accounting policies rather than their estimates. The definition of a change in accounting
significant accounting policies. Accounting policy estimates has been replaced with a definition of
information, together with other information, is accounting estimates. Under the new definition,
material when it can reasonably be expected to accounting estimates are “monetary amounts
influence decisions of primary users of general in financial statements that are subject to
purpose financial statements. The Group does not measurement uncertainty”. Entities develop
expect this amendment to have any significant accounting estimates if accounting policies require
impact in its consolidated financial statements. items in financial statements to be measured in
a way that involves measurement uncertainty.
Ind AS 12 – Income Taxes The Group does not expect this amendment to
The amendments clarify how companies account have any significant impact in its consolidated
for deferred tax on transactions such as leases and financial statements
For current year ended March 31, 2023
Additions
Foreign Foreign
Particulars As at on business As at As at As at As at As at
Other Exchange For the Exchange
April 1, acquisition Disposal March 31, April 1, Disposal March 31, March 31, March 31,
Additions Translation year Translation
2022 (refer note 2023 2022 2023 2023 2022
Adjustments Adjustments
34(b))
a. Own assets :
Consolidated Accounts
Buildings 5,054 - 326 1 - 5,381 2,465 206 1 - 2,672 2,709 2,589

Computers 6,161 114 1,117 58 (383) 7,067 4,111 1,699 52 (378) 5,484 1,583 2,050
Plant and equipment 2,242 - 225 3 (10) 2,460 2,166 68 2 (10) 2,226 234 76
Furniture and fixtures 4,862 63 109 13 (27) 5,020 4,693 107 12 (27) 4,785 235 169
Vehicles 808 5 95 6 (37) 877 451 133 6 (37) 553 324 357
Office equipment 2,162 - 86 5 (33) 2,220 1,890 160 5 (31) 2,024 196 272
Total ( A ) 21,289 182 1,958 86 (490) 23,025 15,776 2,373 78 (483) 17,744 5,281 5,513
b. Leased assets :
Leasehold land 386 - - - - 386 319 4 - - 323 63 67
Leasehold improvements 474 7 595 7 - 1,083 423 76 7 - 506 577 51
Vehicles 98 - - - (17) 81 82 5 - (17) 70 11 16
Overview
Corporate
Total ( B ) 958 7 595 7 (17) 1,550 824 85 7 (17) 899 651 134
Total ( A + B ) 22,247 189 2,553 93 (507) 24,575 16,600 2,458 85 (500) 18,643 5,932 5,647

Additions
Reports
Foreign Foreign
Statutory
2022 (refer note 2023 2022 2023 2023 2022
34(b))
Computer softwares 1,634 - 90 13 - 1,737 1,350 300 14 - 1,664 73 284
Customer contracts 1,610 2,623 - 169 - 4,402 1,513 1,364 105 - 2,982 1,420 97
Customer relationships 10,027 8,425 - 717 - 19,169 3,304 1,805 176 - 5,285 13,884 6,723
Total 13,271 11,048 90 899 - 25,308 6,167 3,469 295 - 9,931 15,377 7,104
Financial
Statements

Additions
Foreign Foreign
2022 (refer note 2023 2022 2023 2023 2022
Information
Shareholder
34(b))
Building 3,234 1,370 1,129 218 - 5,951 2,097 792 104 - 2,993 2,958 1,137
Total 3,234 1,370 1,129 218 - 5,951 2,097 792 104 - 2,993 2,958 1,137
(` in lakhs)
263
For previous year ended March 31, 2022
264
Foreign Foreign
Particulars As at Additions As at As at As at As at As at
April 1, on business Disposal March 31, April 1, Disposal March 31, March 31, March 31,
2021 acquisition 2022 2021 2022 2022 2021
a. Own assets :
Buildings 5,049 - 5 - - 5,054 2,265 200 - - 2,465 2,589 2,784
Mastek Limited
Computers 3,999 - 2,470 (14) (294) 6,161 3,282 1,110 4 (285) 4,111 2,050 717
Plant and equipment 2,250 - - (1) (7) 2,242 2,099 75 (2) (6) 2,166 76 151
Furniture and fixtures 4,908 - 3 - (49) 4,862 4,616 124 (1) (46) 4,693 169 292
Vehicles 545 - 268 3 (8) 808 336 121 2 (8) 451 357 209
Office equipment 2,169 - 34 2 (43) 2,162 1,733 189 1 (33) 1,890 272 436
Total ( A ) 18,920 - 2,780 (10) (401) 21,289 14,331 1,819 4 (378) 15,776 5,513 4,589
b. Leased assets :
Leasehold land 386 - - - - 386 315 4 - - 319 67 71
Leasehold improvements 474 - - - - 474 395 28 - - 423 51 79
Vehicles 113 - - - (15) 98 90 7 - (15) 82 16 23
Total ( B ) 973 - - - (15) 958 800 39 - (15) 824 134 173
Total ( A + B ) 19,893 - 2,780 (10) (416) 22,247 15,131 1,858 4 (393) 16,600 5,647 4,762

Foreign Foreign
2021 acquisition 2022 2021 2022 2022 2021
Computer softwares 1,166 - 448 25 (5) 1,634 899 457 (1) (5) 1,350 284 267
Customer contracts 1,576 - - 34 - 1,610 1,372 110 31 - 1,513 97 203
Customer relationships 9,865 - - 162 - 10,027 2,023 1,227 54 - 3,304 6,723 7,843
Total 12,607 - 448 221 (5) 13,271 4,294 1,794 84 (5) 6,167 7,104 8,313

Foreign Foreign
2021 acquisition 2022 2021 2022 2022 2021
Building 2,699 - 581 21 (67) 3,234 1,556 599 9 (67) 2,097 1,137 1,143
Total 2,699 - 581 21 (67) 3,234 1,556 599 9 (67) 2,097 1,137 1,143
Notes:
(i) Refer note 11 and 13 for information on vehicles provided as collateral or security for borrowings or finance facilities availed by the Company.
(ii) Refer note 35 for capital commitments.
(iii) For the year ended March 31, 2023 and year ended March 31, 2022, Building (Own assets) includes Chennai property mortgaged as security for loan availed by subsidiary. The net carrying
value of the property is ` 829 lakhs (March 31, 2022: ` 883 lakhs)
(` in lakhs)
(iv) All the title deeds of the immovable properties are held in the name of the Company

3(c). Goodwill
As at As at
Particulars
March 31, 2023 March 31, 2022
Carrying value at the beginning 69,801 66,012

Evosys - Goodwill (Refer footnote (i) below) - 2,064
MST - Goodwill (Refer note 34 (b)) 73,108 -
Translation differences including Adjustments 6,849 1,725
Carrying value at the end 1,49,758 69,801
Impairment
i) Goodwill having a carrying value of `149,758 lakhs (March 31, 2022: `69,801 Lakhs) includes Goodwill of `11,478 lakhs
(March 31, 2022: `10,632 Lakhs) on TAISTech US Group which has been allocated to the Mastek US business (CGU),
` 62,741 lakhs (March 31, 2022: ` 59,169 Lakhs) which has been allocated to the Evosys business (CGU) and ` 75,539 lakhs
(March 31, 2022: Nil) which has been allocated to the MST business (CGU). In the previous year, the goodwill relating
to the Evosys CGU has been adjusted with `2,064 lakhs being the adjustments on account of contractual obligations
relating to Evosys acquisition (refer note 34(a)), reconciled and identified during the previous year. The recoverable
amount has been determined using value in use. The estimated value-in-use of all the CGU, is based on the present value
of the future cash flows using a growth rate of 2.5% p.a. 5% p.a. and 2.5% p.a. (March 31, 2022: 2.5% p.a. and 5% p.a.)
respectively, annual growth rate for periods subsequent to the forecast period of 5 years (March 31, 2022: 4 years) and
discount rate of 16.5% p.a. 16.5% p.a. and 16.5% p.a. (March 31, 2022: 15% p.a. and 16% p.a.) respectively. The growth
rate used is in line with the long term average growth rate for the industry in which Group operates. An analysis of the
sensitivity of the computation to a change in key parameters (Growth rate and discount rate), based on reasonable
assumptions, did not identify any probable scenario in which the recoverable amount of the CGU would decrease below
its carrying amount.
Management has determined the value assigned to each of the key assumptions as follows:
Assumption Approach used to determine value
Sales volume Annual average growth rate over the five-year forecast period; based on past performance and
management's expectation of market development.
Sales price Average annual growth rate over the five-year forecasted period; based on current industry trends
and including long-term inflation forecasts for each territory.
Budgeted gross margin Based on past performance and management's expectation for the future.
Other operating cost Management forecasts these costs based on the current structure of the business, adjusting for
inflationary increases but not reflecting any future restructurings or cost saving measures.
Annual capital expenditure This is based on the planned refurbishment expenditure.
Non-current assets
3(d). Capital work-in-progress (CWIP)
As at As at
Particulars
March 31, 2023 March 31, 2022
Capital work-in-progress 666 435

666 435
Balance as at the beginning of the year 435 154
Addition during the year 542 363
Less: Capitalised during the year (311) (82)
Balances at the end of the year 666 435
Mastek Limited

CWIP ageing schedule

Particulars Total
i Projects in progress 541 43 - - 584

Total 541 43 - 82 666

Particulars Total
i Projects in progress 327 18 8 - 353

Total 327 18 8 82 435
*Represents approval cost incurred for obtaining permission for construction of additional area at the Company’s Mahape, MIDC Mumbai property,
which will be utilised on need basis in the future.
There is no capital-work-in progress, whose completion is overdue or has exceeded its cost compared to its original plan as at 31 March 2023 and 31
March 2022.
3(e) Investment properties

As at As at
Particulars
March 31, 2023 March 31, 2022
(A) Investment properties (at cost less accumulated depreciation)

Gross value
Opening 1,136 1,136
Additions - -
Disposal (1,134) -
Closing 2 1,136
Accumulated depreciation
Opening 722 686
Depreciation for the year 18 36
Disposal (738) -
Closing 2 722
net value - 414
(B) Fair value of investment properties by an independent valuer
(i) Fair value of investment properties - 5,161
(ii) Valuation method used by the independent valuer - Sale Comparison
Method
The amounts recognised in the Consolidated statement of profit and loss account for:
(i) rental income from investment properties 227 287
(ii) direct operating expenses (including repairs and maintenance) arising from investment properties - 44
that generated rental income during the period; and
(iii) direct operating expenses (including repairs and maintenance) arising from investment properties - -
that did not generate rental income during the period.
Depreciation Method used SLM SLM
Useful lives or depreciation rates used 28 years 28 years
Notes:
i) Valuation for Prabhadevi, Mumbai property is not carried out since the rental and carrying value are not significant and the same is not
mortgaged as security. The said property is let out for generating rental income.
ii) For the previous year ended March 31, 2022, Investment properties included Pune property mortgaged as security for loan availed by
subsidiary. The valuation was based on valuations performed by Muzoomdar Associates Private Limited, an accredited independent valuer.

Muzoomdar Associates Private Limited, is a specialist in valuing these types of investment properties and is a registered valuer as defined
under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. A valuation approach in accordance with the Indian Accounting
Standards was applied. The aforementioned property was sold in September 29, 2022.
The Company has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or
develop investment properties or for repairs, maintenance and enhancements.
Description of valuation techniques used and key inputs to valuation on investment properties:
Investment property Valuation technique Significant unobservable Inputs Range

B1/B2, 2nd Floor, Kumar Cerebrum, Sale Comparison Method Market rate in this building per sq. ft. ` 10,000 to `
Kalyani Nagar, Pune of built up area 11,500
(` 11,000)
The direct comparison approach involves a comparison of the subject property to similar properties that have actually sold at arms – length
transactions or are offered for sale. This approach demonstrates what buyers have historically been willing to pay (and sellers willing to
accept) for similar properties in an open and competitive market and is particularly useful in estimating the value of the land and properties
that are typically traded on a unit basis. Statute and case laws define a market value standard for assessment. In assessment litigation, under
the “rules of evidence” a bona fide sale of the subject property is usually considered the best evidence of market value. In the absence of
a sale of the subject, sales prices of comparable properties are usually considered the best evidence of market value. Consequently, the
comparative sale approach is the preferred approach when sales data are available. The comparative sale approach models the behaviour
of the market by comparing the properties being appraised with similar properties that have recently sold (comparable properties) or for
which offers to purchase have been made. Comparable properties are selected for similarity to the subject property by way of attributes,
such as the age, size, quality of construction, building features, condition, design, gentry, etc. Their sale prices are then adjusted for their
difference from the subject. Finally a market value for the subject is estimated from the adjusted sales price of the comparable properties.
The economic principles of supply and demand provide a framework for understanding how the market works. The interaction of supply and
demand factors determines property value.
4 Financial assets
As at As at
March 31, 2023 March 31, 2022
a) Investments
(A) Investment in share warrant at FVOCI fully paid (unquoted):
Investment in Volteo Edge, LLC* 1,241 -
1,241 -
(B) Investment in mutual funds (unquoted):
HDFC Short Term Debt Fund - Regular Plan - Growth - 402
IDFC Low Duration Fund - Growth - 623
- 1,025
(C) Investment in bonds at amortised cost (unquoted):
8.50% Bond with State Bank of India 53 52
53 52
Aggregate carrying value of unquoted investments (A+B+C) 1,294 1,077
* On December 16, 2022, Mastek Inc., a wholly-owned first level step-down subsidiary of Mastek Limited, made a Simple Agreement for Future
Equity (“SAFE”) note investment in VolteoEdge, an Edge Intelligence Company in the Connected Enterprise Space (“VolteoEdge”) which will be
converted into an equity stake (of approximately 5%) in series A round with a pre-determined valuation cap. VolteoEdge in collaboration with
Intel and ServiceNow, delivers Edge-as-a-Service or Edge-to-Service (E2S) to its customers across Manufacturing, Oil & Gas, Healthcare, Retail,
and Infrastructure industries. The purchase consideration includes upfront payment of USD 1.50 million (approximately ` 1,241 lakhs). Hence the
information regarding number of warrants, face value and fair value as on reporting date is not available.
Mastek Limited

As at As at
Particulars
March 31, 2023 March 31, 2022
b) Other financial assets

Margin money deposit* 1,921 2,854
Foreign exchange forward contract 364 1,045
Bank deposits have remaining maturity of more than twelve months 576 8
3,130 4,164
*Note: Margin money is towards bid bonds and performance guarantee
5 Other non-current assets

As at As at
Particulars
March 31, 2023 March 31, 2022
Capital advances - 14
147 153
Current assets
6 Financial assets
a) Investments
Particulars
(i) Investment in mutual funds

Investment in mutual funds at FVTPL (unquoted):
Aditya Birla Sun Life Liquid Fund - Regular - Growth 1,50,035 540 - -
ICICI Prudential Liquid Fund - Regular - Growth 3,53,153 1,168 - -
ICICI Prudential Overnight Fund - Regular Plan - Growth 35,726 430 - -
HDFC Liquid Fund - Regular Plan - Growth 13,897 609 - -
HDFC Overnight Fund - Regular Plan - Growth 12,177 402 - -
SBI Liquid Fund - Regular Plan - Growth 17,427 609 - -
Kotak Liquid - Regular Plan - Growth 32,467 1,467 - -
Kotak Overnight Fund - Regular plan - Growth 29,533 352 - -
Total (A) 5,577 -
Investment in mutual funds at FVOCI (unquoted):
Kotak Corporate Bond Fund Standard Growth (Regular Plan) - - 19,81,675 844
Kotak Savings Fund-Growth - - 2,93,604 102
HDFC Corporate Bond Fund - Regular Plan - Growth - - 18,59,914 486
Total (B) - 1,432
Total (A+B) 5,577 1,432


Particulars
ii) Investment in bonds at cost (unquoted): - -

10.90% Bond with Punjab & Sind Bank - 56
Total (C) - 56
Aggregate amount of quoted investments - -
Aggregate amount of unquoted investments in mutual 5,577 1,432
funds (A+B)
Aggregate amount of unquoted investment in bonds at - 56
cost (C)
Grand Total 5,577 1,488
Refer note 30 for information on market risk.
b. Trade receivables (unsecured)

As at As at
Particulars
March 31, 2023 March 31, 2022
Trade receivables, considered good - unsecured 50,663 43,557

Trade receivables - credit impaired 6,599 3,977
Less: Allowance for bad and doubtful debts (6,599) (3,977)
50,663 43,557

1-2 Years 2-3 Years
i. Undisputed Trade Receivables - 21,167 16,189 21 - 1 - 37,378

Considered Good
credit risk
iii. Undisputed Trade receivable – - 279 1,036 258 224 433 2,230
credit impaired
iv. Disputed Trade receivables - - - - - - 70 70
considered good
vi. Disputed Trade receivables – credit - - 1,352 1,106 536 1,375 4,369
impaired
Total 21,167 16,468 2,409 1,364 761 1,878 44,047
Add: Unbilled trade receivables 13,215
(undisputed)
Less: Allowance for doubtful trade (6,599)
receivables
50,663
Mastek Limited


1-2 Years 2-3 Years
i. Undisputed Trade Receivables - 21,731 9,250 - - - - 30,981

Considered Good
credit risk
iii. Undisputed Trade receivable – - - 941 988 716 447 3,092
credit impaired
iv. Disputed Trade receivables - - - - - 36 34 70
considered good
vi. Disputed Trade receivables – credit - - - 4 683 198 885
impaired
Total 21,731 9,250 941 992 1,435 679 35,028
Add: Unbilled trade receivables 12,506
(undisputed)
Less: Allowance for doubtful trade (3,977)
receivables
43,557
Notes:
i) Group has a history of collecting all receivables in the age group of less than 6 month. Management has evaluated allowance for bad and
doubtful debts on receivables having age of more 6 months, which have significant increase in credit risk or are credit impaired. Accordingly,
all trade receivables outstanding more than 6 months have been fully provided, except immaterial balances considered recoverable on
specific basis.
ii) No trade or other receivables are due from directors or other officers of the Group either severally or jointly with any other person, nor any
trade or other receivables are due from firm or private companies respectively in which director is partner, a director or a member. Trade
receivables are non-interest bearing.
iii) Refer note 30 for information on credit risk and market risk.
iv) Refer note 11 and 13 for information on assets provided as collateral or security for borrowings or finance facilities availed by the
Company.
c. Cash and cash equivalents and other bank balances

As at As at
Particulars
March 31, 2023 March 31, 2022
c. (i). Cash and cash equivalents

Cash on hand 22 23
Bank balances
In current accounts 14,388 55,566
In deposit accounts 6,354 17,069
20,764 72,658
c. (ii). Bank balances, other than cash and cash equivalents
Bank balances in unclaimed dividend account 51 48
Bank balance in deposit accounts 28 3,987
Total 79 4,035
Notes:
i) Refer note 30 for information on credit risk and market risk.
ii) Refer note 11 and 13 for information on assets provided as collateral or security for borrowings or finance facilities availed by the Company.
iii) There are no repatriation restrictions with regards to cash and cash equivalents.

d. Other financial assets - Current

As at As at
Particulars
March 31, 2023 March 31, 2022

Interest accrued on bank deposits 5 132
Security deposit 355 308
Margin money deposits* 2 18
Rent receivables 2 6
Reimbursable expenses receivable 14 3
Bank deposits have remaining maturity of less than twelve months 7 -
Others 24 22
Total 1,209 1,381
*Margin money is towards bid bonds and performance guarantee
Notes:
ii) Refer note 11 and 13 for information on assets provided as collateral or security for borrowings or finance facilities availed by the Company.
7 Contract assets
As at As at
Particulars
March 31, 2023 March 31, 2022
Contract assets (refer note 16) 35,080 20,181

35,080 20,181
As at As at
Particulars
March 31, 2023 March 31, 2022
Unsecured and considered good 35,080 20,181

Unsecured and considered doubtful - -
35,080 20,181
8 Other current assets

As at As at
Particulars
March 31, 2023 March 31, 2022

Prepaid expenses 1,281 1,379
Input tax credit 2,856 2,262
Advances to suppliers 2,532 1,082
Interest accrued on income tax refunds 185 185
Research and development credit 3,794 3,116
Others - 189
10,648 8,213
Note:
i) Refer note 11 and 13 for information on assets provided as collateral or security for borrowings or finance facilities availed by the Company.
ii Others during the year is Nil (March 31,2022 ` 189 lakhs) mainly consists of accrued rent for Pune property.
Mastek Limited

9 Equity share capital

As at As at
Particulars
March 31, 2023 March 31, 2022
Authorised:
40,000,000 (March 31, 2022: 40,000,000) equity shares of ` 5 each 2,000 2,000
2,000,000 (March 31, 2022: 2,000,000) preference shares of ` 100 each 2,000 2,000
4,000 4,000
Issued, subscribed and fully paid up :
30,524,827 (March 31, 2022 : 30,018,021) equity shares of ` 5 each fully paid 1,526 1,501
1,526 1,501
a) Reconciliation of the number of equity shares outstanding at the beginning and end of the year are as given below:
Particulars
Equity shares
Balance as at the beginning of the year 30,018,021 1,501 25,232,889 1,262
Add: Shares issued on exercise of stock options 186,054 9 295,083 14
Add: Issue of share capital on account of demerger of the - - 4,235,294 212
business of ESPL (Refer note 34)
Add: Issue of share for acquisition of non controlling interest of 320,752 16 254,755 13
Mastek Enterprises Solutions Private Limited (Formerly known as
Trans American Information Systems Private Limited) (Refer note 34)
Balance as at the end of the year 30,524,827 1,526 30,018,021 1,501
(b) Rights, preferences and restrictions attached to equity shares

The Company has one class of equity shares having a face value of `5 per share. Each shareholder is eligible for one vote
per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the
ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders
are eligible to receive the remaining assets of the Company after distribution of all preferential amounts. The distribution
will be in proportion to the number of fully paid up equity shares held by the shareholders.
(c) Details of shares held by Promoters in the Company

No. of shares % of holding No. of shares % of holding the year*#
Ashank Desai 3,384,167 11.1% 3,363,328 11.2% 0.6%

Ketan Mehta 2,274,100 7.5% 2,274,100 7.6% 0.0%
Girija Ram 1,753,280 5.7% 1,753,280 5.8% 0.0%
Radhakrishnan Sundar 1,340,800 4.4% 1,340,800 4.5% 0.0%
due to additional shares issued during the year.
# % change during the year ended March 31, 2022 - Ashank Desai 1.0% , Ketan Mehta 0.0%, Girija Ram 0.0% and Radhakrishnan Sundar 0.0%.
(d) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
No. of shares % of holding No. of shares % of holding the year*
Ashank Desai 3,384,167 11.1% 3,363,328 11.2% 0.6%

Ketan Mehta 2,274,100 7.5% 2,274,100 7.6% 0.0%
Girija Ram 1,753,280 5.7% 1,753,280 5.8% 0.0%
Umang Tejkaran Nahata 1,655,840 5.4% 1,611,668 5.4% 2.7%
Smallcap World Fund, INC 2,403,500 7.9% - - 100.0%
due to additional shares issued during the year and bought from market by shareholders.

(e) Shares reserved for issue under options

As at As at
Particulars
March 31, 2023 March 31, 2022
Number of shares to be issued under the employee stock option plans (Refer note 32) 5,09,883 7,13,804
5,09,883 7,13,804
Year of conversion of convertible securities

Particulars Year of conversion Number of events of conversion during the year
Plan VI 2026-27 1
2025-26 1
2024-25 2
2023-24 4
Plan VII 2031-32 4
2030-31 6
2029-30 8
2028-29 10
2027-28 8
2026-27 7
2025-26 6
2024-25 4
2023-24 5
Includes both vested as well as unvested options and year of conversion represents last date of exercise under ESOP scheme.
However, vested options can be exercised on or before the last exercise date for each tranche.
(f) Shares issued for consideration other than cash (during last 5 years)
As at As at
March 31, 2023 March 31, 2022
Number of shares issued for acquisition of ESPL (Refer note 34(a)) 48,10,801 44,90,049
48,10,801 44,90,049
(g) Aggregate no. of shares allotted as fully paid up by way of bonus share issued or buy back
The Company has neither issued bonus shares nor there has been any buy back of shares during five years immediately
preceding March 31, 2023.
9.1 Other Instruments - Step down subsidiary:

0.001% Compulsory Convertible Preference Shares (‘CCPS’) issued by Mastek Enterprise Solutions Private Limited (‘MESPL’)
(formerly known as Trans American Information Systems Private Limited)

Particulars
At the beginning of the year 1,00,000 1 - -

Add: CCPS issued during the year (Face Value ` 10 each) - - 15,000 2
CCPS Split- from face value of ` 10 to ` 1 - - 1,50,000 2
CCPS bought out during the year (50,000) (0) (50,000) (1)
Balance as at the end of the year (Face Value ` 1 each) 50,000 (0) 1,00,000 1
Pursuant to the approved Scheme of Arrangement by NCLT (also refer Note 34), on September 14, 2021, the MESPL Board of
Directors allotted 15,000 CCPS of ` 10 each fully paid up on November 12, 2021, to the erstwhile shareholders of the acquired
entity. Further MESPL, at the request of the CCPS holders, sub-divided the CCPS face value from ` 10 to ` 1 each, in terms of
the approval given by the Equity Shareholders through the Extra-Ordinary General Meeting held on November 12, 2021. This
resulted in the increase in number of CCPS to 150,000. Mastek Limited bought out the second tranche of 50,000 CCPS (March
31, 2022 first tranche of 50,000 CCPS)(refer note 10.1) during the year from the CCPS holders (in terms of the Share Holders
Agreement dated February 8, 2020 - also refer Note 34) during the year.
Mastek Limited

10 Other equity
As at As at
Particulars
March 31, 2023 March 31, 2022
a) Capital reserve 21 21
Any profit or loss on purchase, sale, issue or cancellation of the company's own equity instrument
is transferred to capital reserve
b) Capital redemption reserve 1,539 1,539
Non-distributable reserve into which amounts are transferred following the redemption or
purchase of a company's own shares
c) Securities premium 39,450 32,951
Amount received (on issue of shares) in excess of the face value has been classified as securities
premium
d) Share options outstanding account (net of taxes) 1,524 2,603
The share option outstanding account is used to record the value of equity-settled share based
payment transactions with employees. The amounts recorded in this account are transferred
to securities premium upon exercise of stock options by employees. In case of forfeiture,
corresponding balance is transferred to general reserve.
e) General reserve 384 362
This represents appropriation of profit by the company
f) Retained earnings 1,71,196 1,39,592
Retained earnings comprises of the prior year's undistributed earning/(losses) after taxes
increased/ (decreased) by undistributed profits/(losses) for the year
g) Foreign currency translation reserve 5,844 (688)
Exchange difference relating to the translation of the results and net assets of the Company’s
foreign operations from their functional currencies to the Company’s presentation currency are
recognized directly in OCI and accumulated in the foreign currency translation reserve
h) Other items of OCI 1,287 1,620
Other items of OCI consist of FVOCI financial assets and financial liabilities and remeasurement
of defined benefit assets and liability
i) Put option written on Non-Controlling Interest (Refer note 34(a)) (54,430) (72,365)
Represents put option written by the Holding Company on Non-Controlling Interest in MESPL
pursuant to Demerger Co-operation Agreement (DCA) and Shareholders Agreement
Other equity 1,66,815 1,05,635
j) Non-Controlling Interest (Refer note 10.1) 9,110 15,034
1,75,925 1,20,669
10.1 Reconciliation / movement of balances in Non-controlling Interest

As at As at
Particulars
March 31, 2023 March 31, 2022
Balance as at beginning of the year 15,034 18,203

Acquisition of proportionate preference share* (4,425) (4,426)
Share in profit for the year 1,726 3,829
Profit for the year transferred to retained earnings on account of acquisition of non-controlling interest (3,619) (2,527)
Share in OCI 39 18
OCI transferred on account of acquisition of non-controlling interest 355 (63)
9,110 15,034
* 50,000 CCPS allotted by MESPL and bought back by Mastek Limited during the year. Further, difference between consideration paid to non-
controlling shareholders and carrying value of the interest in MESPL has been recognised in retained earnings within equity.

10.2 Distributions made and proposed
The Board of Directors at its meeting held on January 17, 2023 had declared an interim dividend of 140% (` 7 per equity share
of par value of ` 5 each). This has resulted in cash outflow of ` 2,129 lakhs. Further, the Board of Directors at its meeting
held on April 19, 2023 has recommended a final dividend of 240% (` 12 per equity share of par value of ` 5 each), which is
subjected to approval by the shareholders at their ensuing Annual General Meeting. Proposed dividend on equity shares is not
recognised as a liability as at March 31, 2023. Dividend declared by the Company are based on profit available for distribution.
Non-current Liabilities
11 Financial Liabilities
As at As at
Particulars
March 31, 2023 March 31, 2022
a. Borrowings
Secured
Term loan from Citi bank NA US Loan (Refer note (a) below) 21,570 -
Term loan from Standard Chartered bank (Refer note (b) below) - 1,864
Term loan from Citi bank NA (Refer note (c) below) 5,082 9,946
Vehicle loans from bank (Refer note (d) below) 252 270
26,904 12,080
Nature of security Terms of repayment

(a) (i) Secured by corporate guarantee of USD 32 million given by the Payment in eight equal half yearly instalments of USD
Company. 3,750,000 over a period of five years starting after the end of
(ii) Secured by mortgage of Mahape property : March 2024 along with interest at Secured overnight financing
A-7, Sector-I, Mastek Millennium Centre, Millennium Business park rate (SOFR) + 190 basis points
2, TTC Industrial Area, Shil Phata-Mahape Road, Mahape, Navi Rate of interest @ 3.8 % - 6.1 % p.a. as at year end (March 31,
Mumbai-400710 2022 : NA % p.a.)
(b) (i) Secured by floating charges on Receivables of Mastek (UK) Ltd Payment in eight equal half yearly instalments of GBP 937,500
and their proceeds. over a period of five years starting after the end of 18 months
(ii) Secured by corporate guarantee of GBP 6.56 million given by the from the date of disbursement of loan i.e. October 2018 along
Company. with interest at 6 months Sterling Overnight Index Average
(SONIA) + 150 basis points
Rate of interest @ 2.3% p.a. as at year end (March 31, 2022 :
1.74 % p.a.)
(c) (i) Secured by floating charges on Receivables of Mastek (UK) Ltd Payment in eight equal half yearly instalments of GBP
and their proceeds 2,500,000 over a period of five years starting after the end of
(ii) Secured by mortgage of Chennai property of Mastek Limited 18 months from the date of disbursement of loan i.e. March
(iii) Secured by corporate guarantee of GBP 28 million given by the 2020 along with interest at 1 month SONIA + 190 basis points
Company. Rate of interest @ 2.8% - 5.6% p.a. as at year end (March 31,
2022 : 0.9% - 1.44 % p.a.)
(d) Loans from bank are secured by hypothecation of assets (Vehicles) Monthly payment of Equated monthly instalments beginning
purchased there against. from the month subsequent to taking the loan along with
interest at 6.6% - 9.35% per annum is payable till March 2028.
(e) Refer note 30 for liquidity risk and market risk.
(f) There was no default in repayment of borrowings and interest during current and previous year.
(g) Cash flow changes in liabilities arising from financing activities are given in the table below.
Cash flows arising from financing activities

Particulars Lease liabilities Borrowings
As at April 1, 2021 1,283 26,022
Non cash movement: additions to lease liabilities 655 -
Cash flows (net) including foreign exchange (693) (7,092)
Foreign Exchange Translation Adjustments 12 96
As at March 31, 2022 1,257 19,026
Non cash movement: additions to lease liabilities 2,725 -
Cash flows (net) including foreign exchange (833) 17,416
Foreign Exchange Translation Adjustments 107 636
As at March 31, 2023 3,256 37,078
Mastek Limited

As at As at
Particulars
March 31, 2023 March 31, 2022
Lease liabilities (Refer note 33) 2,249 804

2,249 804
c. Other financial liabilities

As at As at
Particulars
March 31, 2023 March 31, 2022
Security and other deposits 37 162

Put option written on Non-Controlling Interest (Refer note 34) - 23,555
Contingent Consideration payable (Refer note 34) 27,580 -
27,617 23,717
Refer note 30 for liquidity risk and market risk.
12 Provisions
As at As at
Particulars
March 31, 2023 March 31, 2022

Provision for gratuity (Refer note 24(a)) 2,586 1,929
Provision for other defined benefits (Refer note 24(b)) 771 791
3,357 2,720
Current liabilities
13. Financial liabilities
a. Borrowings
As at As at
Particulars
March 31, 2023 March 31, 2022
Secured:
Current maturities of loan from Citi bank NA US Loan (Refer note 11 (a) above, for security) 3,081 -
Current maturities of long-term loan from Standard Chartered bank (Refer note 11 (b) above, for 1,906 1,865
security)
Current maturities of loan from Citi bank NA (Refer note 11 (c) above, for security) 5,083 4,973
Current maturities of vehicle loans from bank (Secured) (Refer note 11 (d) above, for security) 104 108
10,174 6,946
Notes:
(i) The Company has, during the year ended March 31, 2023, availed/renewed certain working capital facility from banks against which the
security has been created on current asset specified by the bankers. The Company has not utilised the facility and hence, no amount is
outstanding against the same as at March 31, 2023 (March 31, 2022 - ` Nil). The said working capital facility remains unutilised/ undrawn,
thus the Company is not required to file any quarterly return or statement with such banks.
As at As at
Particulars
March 31, 2023 March 31, 2022
Lease liabilities (Refer note 33) 1,007 453

1,007 453

c. Trade payables
As at As at
Particulars
March 31, 2023 March 31, 2022
Total outstanding dues to creditors 2,586 3,327

Accrued expenses 15,708 15,391
18,294 18,718

Particulars Total
i. Total outstanding dues of creditors 2,164 377 8 26 2,575

ii. Disputed dues of creditors - - 11 - 11
Total 2,164 377 19 26 2,586
Grand Total 18,294

Particulars Total
i. Total outstanding dues of creditors 3,210 28 - 78 3,316

ii. Disputed dues of creditors - 11 - - 11
Total 3,210 39 - 78 3,327
Grand Total 18,718
d. Other financial liabilities

As at As at
Particulars
March 31, 2023 March 31, 2022
Interest accrued 89 39
Current portion of put option written on Non-Controlling Interest (Refer note 34) 12,547 25,851
Unclaimed dividends (Refer note (i) below) 52 52
Security and other deposits - 9
Capital creditors 78 720
Other payables
Employee benefits payable 7,644 9,809
20,410 36,480
Notes:
(i) There is no amount due for payment to Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at March 31,
2023 and March 31, 2022.

Mastek Limited

14 Other current liabilities

As at As at
Particulars
March 31, 2023 March 31, 2022
Other advances
Advances received from customers 98 40
Deferred rent - 27
Others
Statutory dues 8,125 7,277
8,223 7,344
15 Provisions
As at As at
Particulars
March 31, 2023 March 31, 2022

Provision for Gratuity (Refer Note 24(a)) 112 50
Provision for other defined benefits (Refer Note 24(b)) 71 65
Provision for leave entitlement* 3,034 2,414
Other Provision
Provision for cost overrun on contracts** 107 251
3,324 2,780
*Disclosure for movement in provision for leave entitlement
As at As at
Particulars
March 31, 2023 March 31, 2022
Opening provision at the beginning of the year 2,414 1,971

Created during the year 837 579
Paid during the year (268) (128)
Foreign Exchange Translation Adjustments 51 (8)
Closing provision at the end of the year 3,034 2,414
**Provision for cost overrun on contracts
As at As at
Particulars
March 31, 2023 March 31, 2022
Balance as at beginning of the year 251 255

Less: Provision reversed during the year (144) (4)
Balance as at end of the year 107 251
It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above, pending
occurrence of the default event or resolution of respective proceedings.
The provision for leave entitlement is presented as current since the Company does not have an unconditional right to defer
settlement for this obligation. However, based on past experience, the Company does not expect all employees to take the
full amount of accrued leave or require payment within the next 12 months.
16 Revenue from operations

Particulars
March 31, 2023 March 31, 2022
Sale of services
Information technology services 2,55,820 2,17,986
Other operating revenue 519 398
2,56,339 2,18,384

Disaggregated Revenue
The table below presents disaggregated revenues from contracts with customers by customer location and service line
for each of the business segments. Company believe this disaggregation best depicts how the nature, amount, timing and
uncertainty of revenues and cash flows are affected by industry, market and other economic factors.

Particulars
March 31, 2023 March 31, 2022
Revenue by geography
UK & Europe operations 1,58,761 1,48,485
North America operations 62,576 38,556
Middle East 23,350 19,006
Others 11,652 12,337
2,56,339 2,18,384

Particulars
March 31, 2023 March 31, 2022
Revenue by service line

Digital & Application Engineering 1,11,071 99,428
Oracle Cloud & Enterprise Apps 81,619 72,000
Digital Commerce & Experience 46,263 25,789
Data, Automation and AI 17,386 21,167
2,56,339 2,18,384

Particulars
March 31, 2023 March 31, 2022
Timing of revenue recognition

Transferred at a point in time 1,23,307 1,00,929
Transferred over a period of time 1,33,032 1,17,240
2,56,339 2,18,169
Remaining performance obligation

As of March 31, 2023, the aggregate amount of transaction price allocated to remaining performance obligations, was
` 133,872 lakhs (March 31, 2022 ` 106,347 lakhs) of which approximately 88% (March 31, 2022 100%) is expected to be
recognized as revenues within 3 years.
Changes in contract assets are as follows:

Particulars
March 31, 2023 March 31, 2022
Balance at the beginning of the year 20,181 13,039

Invoices raised that were included in the contract assets balance at the beginning of the year (13,921) (10,351)
Increase due to revenue recognised during the year, excluding amounts billed during the year 27,095 17,246
Translation exchange difference 1,725 247
Balance at the end of the year 35,080 20,181
Mastek Limited

Changes in contract liabilities are as follows:

Particulars
March 31, 2023 March 31, 2022

Revenue recognised that was included in the contract liability balance at the beginning of the year (5,412) (6,534)
Increase due to invoicing during the year, excluding amounts recognised as revenue during the year 4,882 5,868
Translation exchange difference 201 6
17 Other income
Particulars
March 31, 2023 March 31, 2022
Interest income
- On bank deposits 112 271
- On income tax refunds 4 13
- On others 33 8
Profit on sale of current investments 420 1,696
Fair value gain on investment measured at FVTPL 57 -
Rental income * 438 287
Profit on sale of property, plant and equipment 37 -
Net gain on foreign currency transactions and translation 2,597 1,202
Other non-operating income 131 131
3,829 3,608
* Rent income is net of provision of ` Nil (March 31, 2022: ` 130 lakhs)
18 Employee benefits expenses

Particulars
March 31, 2023 March 31, 2022
Salaries and wages 1,25,104 99,323

Contribution to provident and other funds 7,824 7,377
Staff welfare expense 4,101 2,452
1,37,588 1,09,545
19 Finance costs
Particulars
March 31, 2023 March 31, 2022
Interest on term loan 1,536 476

Interest on lease liabilities (Refer note 33) 144 80
Bank charges 31 126
Interest on security deposit 7 12
Other finance charges 754 74
2,472 768

20 Depreciation and amortisation expenses

Particulars
March 31, 2023 March 31, 2022
Property, plant and equipment 2,458 1,858

Right-of-use assets (Refer note 33) 792 599
Investment property 18 36
Other intangible assets 3,469 1,794
6,737 4,287
21 Other expenses
Particulars
March 31, 2023 March 31, 2022
Recruitment and training expenses 1,866 2,133

Travelling and conveyance 6,788 3,852
Communication charges 580 523
Electricity 261 198
Consultancy and sub-contracting charges 52,411 43,661
Purchase of hardware and software 586 1,031
Repairs
Buildings 557 521
Others 2,138 1,411
Insurance 648 644
Printing and stationery 39 29
Professional fees 1,427 3,221
Rent (Refer note 33) 920 637
Advertisement and publicity 954 579
Provision for doubtful debts including Bad debts written off, net 2,548 1,144
Hire Charges 39 24
Donation 115 196
Expenditure towards corporate social responsibility (CSR) activities 172 104
Loss on sale of property, plant and equipment, net - 2
Miscellaneous expenses, net 1,117 2,678
73,166 62,588
22 Exceptional items - gain

Particulars
March 31, 2023 March 31, 2022
a. Legal and professional cost on acquisition (1,745) -

b. Net profit on sale of Investment property 4,277 -
Total 2,532 -
Mastek Limited

23 Earnings Per Share (EPS)

Particulars
March 31, 2023 March 31, 2022
The components of basic and diluted earnings per share are as follows:
(a) Net income attributable to equity shareholders (owners of the Holding Company) 29,301 29,513
(b) Weighted average number of outstanding equity shares
Considered for basic EPS (in numbers) 30,136,006 27,706,662
Add : Effect of dilutive potential equity shares arising from outstanding stock options (in numbers) 544,548 722,081
Considered for diluted EPS (in numbers) 30,680,554 28,428,743
(c) Nominal value of each share (in `) 5 5
(d) Earnings per share (in `)

Basic 97.23 106.52
Diluted 95.53 103.81
24 Employee benefit plans
(a) Defined benefit plans

Defined benefit plans includes Gratuity as per Indian law.
Amount recognised in the consolidated statement of profit and loss in respect of gratuity cost (defined benefit plan -
partially funded) is as follows:

Particulars
March 31, 2023 March 31, 2022
Gratuity cost
Net gratuity cost 826 604
Actuarial gain recognised under OCI 136 78
Amount shown as liability in the Consolidated Balance Sheet
Non current (Refer note 12) 2,586 1,929
Current (Refer note 15) 112 50
Total 2,698 1,979

Particulars
March 31, 2023 March 31, 2022
Discount rate 6.7-7.55% 6.7-7.25%

Salary escalation 6-10% 6-10%
Mortality Rate Indian Assured Indian Assured
Lives Mortality Lives Mortality
(2012-14) (2012-14)

Leaving services
Age (Years)
March 31, 2023 March 31, 2022
21-30 10-21% 10-21%

31-40 5-15% 5-15%
41-50 3-17% 3-17%
51-59 2-10% 2-10%
The estimates of future salary increases, considered in actuarial valuation, takes into account inflation, seniority, promotion
and other relevant factors such as supply and demand factors in the employment market. The expected return on plan assets
is based on expectation of the average long term rate of return expected on investments of the fund during the estimated
term of the obligations.
As at As at
Particulars
March 31, 2023 March 31, 2022
Obligation at the beginning of the year 3,517 3,231

Add: Balance transferred on account of acquisition 319 -
Interest cost 241 198
Actuarial (gain) - due to change in financial assumptions (161) (113)
Actuarial loss - due to change in experience 21 42
Obligation at the end of the year 4,107 3,517
Change in plan assets
Plan assets at the beginning of the year, at fair value 1,538 1,614
Employer contribution 290 163
Interest income on plan assets 100 100
Remeasurement on plan assets less interest on plan assets (4) 7
Plan assets at the end of the year, at fair value 1,409 1,538
The experience adjustments, meaning difference between changes in plan assets and obligations expected on the basis of
actuarial assumption and actual changes in those assets and obligations are as follows:
As at As at
Particulars
March 31, 2023 March 31, 2022
Experience adjustment on plan liabilities - gain 140 71

Experience adjustment on plan assets - (loss) / gain (4) 7
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions
constant, would have affected the defined benefit obligation by the amounts shown below:

Particulars
Increase Decrease Increase Decrease

The sensitivity analysis is based on a change in one assumption while not changing all other assumptions. This analysis may not
be representative of the actual change in the defined benefit obligation as it is unlikely that the change in the assumptions
would occur in isolation of another since some of the assumptions may be co-related.
Mastek Limited


As at As at
Particulars
March 31, 2023 March 31, 2022
1 year 489 385

2 year 451 405
3 year 436 353
4 year 435 343
5 year 452 331
6 year 390 340
7 year 364 295
8 year 399 283
9 year 319 306
10 years and beyond 5,305 4,488
i) The Company has setup an income tax approved irrevocable trust fund to finance the plan liability for funded benefits.
The trustees of the trust fund are responsible for the overall governance of the plan. Expected contribution to the Fund
in FY 2023-24 is ` 250 lakhs (FY 2022-23 - ` 230 lakhs).
ii) Plan assets are investment in unquoted insurer managed fund.
Plan is governed by the Payment of Gratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit
at the time of retirement or termination of the employment on completion of five years or death while in employment.
The level of benefit provided depends on the member’s length of service and salary at the time of death/retirement/
termination age.
(b) Other benefit plans in foreign jurisdiction

The following table sets out the status of other benefit plans
Amount recognised in the consolidated statement of profit and loss in respect of gratuity cost (other benefit plan) is
as follows:

Particulars
March 31, 2023 March 31, 2022
Gratuity cost
Net gratuity cost 303 285
Actuarial loss/ (gain) recognised under OCI (268) (173)
Amount shown as liability in the Consolidated Balance Sheet

Non current 771 791
Current 71 65
Total 842 856

Particulars
March 31, 2023 March 31, 2022

Mortality Rate Saudi Arabia Saudi Arabia
mortality rate mortality rate
Leaving Services 10% 10%

Mortality Rate
Rates (p.a.)
Age (Years)
March 31, 2023 March 31, 2022
18 0.000750 0.000750
23 0.000750 0.000750
28 0.000750 0.000750
33 0.000750 0.000750
38 0.000750 0.000750
43 0.000750 0.000750
48 0.001500 0.001500
53 0.003000 0.003000
58 0.005250 0.005250
The estimates of future salary increases, considered in actuarial valuation, takes into account inflation, seniority,
promotion and other relevant factors such as supply and demand factors in the employment market. The expected return
on plan assets is based on expectation of the average long term rate of return expected on investments of the fund
during the estimated term of the obligations.
Mortality rate is considered as per the published rates under the Saudi Arabia mortality. Mortality and attrition rate was
same for the year ended March 31,2022.
As at As at
Particulars
March 31, 2023 March 31, 2022
Obligation at the beginning of the year 856 847
Add: Balance transferred on account of acquisition
Interest cost 34 21
Actuarial (gain) - due to change in financial assumptions (112) (102)
Actuarial (gain) - due to change in experience (156) (71)
Add: Foreign exchange translation adjustments 72 28
Obligation at the end of the year 842 856
Change in plan assets
Employer contribution 121 133
Plan assets at the end of the year, at fair value - -
The experience adjustments, meaning difference between changes in plan assets and obligations expected on the basis
of actuarial assumption and actual changes in those assets and obligations are as follows:
As at As at
Particulars
March 31, 2023 March 31, 2022
Experience adjustment on plan liabilities - gain/(loss) (268) (173)
Experience adjustment on plan assets - gain - -
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below:

Particulars Increase Decrease Increase Decrease

Mastek Limited

The sensitivity analysis is based on a change in one assumption while not changing all other assumptions. This analysis
may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in the
assumptions would occur in isolation of another since some of the assumptions may be co-related.

As at As at
Particulars
March 31, 2023 March 31, 2022
1 Year 71 65
2 Year 75 64
3 Year 68 65
4 Year 74 60
5 Year 64 61
6 Year 60 66
7 Year 57 52
8 Year 54 47
9 Year 51 44
10 Year and beyond 573 506
The weighted average duration of the defined benefit obligation of the Group as at March 31,2023 ranges from 5.17 years
to 12.98 years (March 31,2022 6.22 years to 13.26 years).
(c) The Obligation for compensated absence is recognised basis Company’s leave policy and net change to the consolidated
statement of profit and loss for the year is ` 1,100 Lakhs (March 31, 2022: `1,195 Lakhs)

Particulars
March 31, 2023 March 31, 2022
Discount rate 5.35-7.55% 1.47-7.25%

Salary escalation 4-10% 2.5-10%
(d) Defined contribution plan

The Group contributed ` 7,366 lakhs for the year ended March 31, 2023 (March 31, 2022 ` 7,002 lakhs) for the defined
contribution plan which includes contribution towards provident fund, employee state insurance commission and labour
welfare fund. Out of the total contributions, an amount of ` 5,879 lakhs for the year ended March 31, 2023 (March 31,
2022 ` 5,958 lakhs) is contributed in foreign jurisdictions as per applicable local laws.
25 Income taxes
a) Income tax (credit) / expense in the Consolidated statement of profit and loss consists of:
Particulars
March 31, 2023 March 31, 2022
Current tax* 14,408 12,628

Deferred tax** (3,355) (1,166)
Income tax relating to earlier years 657 -
Income tax expense recognised in the consolidated statement of profit and loss 11,710 11,462
Income tax credit / (expense) recognised in OCI (net) 237 (297)
* During the year ended March 31, 2021, the holding company has recognised a provision towards the possible impact of an uncertain tax treatment
based on the present status of the on-going proceedings of its Advance Pricing Arrangement with the tax authorities. Accordingly, ` 730 Lakhs was
provided as an impact for prior years, which will be adjusted based on additional facts and / or ultimate outcome. Current tax expense for the
year ended March 31, 2023 and March 31, 2022 includes impact for the same amounting to ` 836 lakhs and ` 776 lakhs respectively, recognised on
a similar basis. The matter is under discussion between the revenue authorities of the respective countries and pending ultimate conclusion, the
holding company has recognized the provision on a best estimate basis. The accumulated provision as at March 31, 2023 is ` 2,759 lakhs (March 31,
2022 is ` 1923 lakhs).
** Includes MAT credit entitlement of ` 611 lakhs (March 31, 2022 ` 318 lakhs).

b) The reconciliation between the provision of income tax at the Group level and amounts computed by applying
the Indian statutory income tax rate to profit before taxes is as follows:

Particulars
March 31, 2023 March 31, 2022

Enacted income tax rate in India 29.12% 29.12%
Computed expected tax expense 12,445 13,047
Effect of:
Income tax charge/write back for earlier years 620 -
Impact of non-claimable withholding tax written off 559 -
Tax Impact of amortisation of other intangible assets (421)
Tax provision related to Advance Pricing Agreement 836 776
Expenses that are not deductible in determining taxable profit 53 142
Tax on income at different tax rates as per respective jurisdictions (2,023) (2,875)
Others (359) 372
Total income tax expense recognised in the consolidated statement of profit and loss 11,710 11,462
c) The movement in deferred income tax assets and (liabilities) for the year ended March 31, 2023 is as follows:
Addition Foreign
Carrying Changes Changes Carrying value
of DTA due Changes Currency
Particulars value as at through profit through as at March
to MST through OCI Translation
April 1, 2022 or loss* Equity 31, 2023
Acquisition Reserve
Property, plant and equipment and (115) 61 (555) - - (71) (680)

other intangible assets
Provision for doubtful debts 674 - 163 - - 48 885
Net gain on fair value of mutual funds (54) - 14 76 - - 36
Cash flow hedge (501) - - 208 - - (293)
MAT Credit entitlement 2,230 - 611 - - - 2,841
Undistributed Profits of Subsidiaries (821) - - - - - (821)
Liabilities relating to employee benefits 1,149 147 306 (47) - 21 1,576
and bonus
Employee share based plan 397 - - - - 9 406
Excess tax benefits from exercise of 1,457 - - - (1,259) (30) 168
share-based options (OCI)
Brought forward losses 146 - 2,758 - - 78 2,982
Others 364 (5) 58 - - 7 424
Total 4,926 203 3,355 237 (1,259) 62 7,524
*Includes an amount of 21 Lakhs is on account of change in tax rate for Mastek Systems Pty Ltd, Australia from 25% to 30%
Gross deferred tax assets and liabilities are as follows:

Particulars
Assets Liabilities Net
Property, plant and equipment and other intangible assets 1,079 (1,759) (680)
Provision for doubtful debts 885 - 885
Net gain on fair value of mutual funds 36 - 36
Cash flow hedge 88 (381) (293)
MAT Credit entitlement 2,841 - 2,841
Undistributed Profits of Subsidiaries - (821) (821)
Mastek Limited


Particulars
Liabilities relating to employee benefits and bonus 1,576 - 1,576

Employee share based plan 406 - 406
Excess tax benefits from exercise of share-based options 168 - 168
Brought forward losses 2,982 - 2,982
Others 424 - 424
Total 10,485 (2,961) 7,524
The movement in deferred income tax assets and liabilities for the year ended March 31, 2022 is as follows:
Foreign
Carrying Changes Changes Carrying value
Changes Currency
Particulars value as at through profit through as at March
through OCI Translation
April 1, 2021 or loss Equity 31, 2022
Reserve
Property, plant and equipment and other intangible 50 (142) - - (23) (115)
assets
Provision for doubtful debts 395 265 - - 14 674
Net gain on fair value of mutual funds (518) 156 308 - - (54)
Cash flow hedge 84 - (585) - - (501)
MAT Credit entitlement 1,912 318 - - - 2,230
Undistributed Profits of Subsidiaries (821) - - - - (821)
Liabilities relating to employee benefits and bonus 770 395 (20) - 4 1,149
Employee share based plan 383 18 - - (4) 397
Excess tax benefits from exercise of share-based 881 - - 601 (25) 1,457
options
Brought forward losses - 146 - - - 146
Others 353 10 - - 1 364
Total 3,489 1,166 (297) 601 (33) 4,926
Gross deferred tax assets and liabilities are as follows:

Particulars
Property, plant and equipment and other intangible assets 651 (766) (115)
Provision for doubtful debts 674 - 674
Net gain on fair value of mutual funds 22 (76) (54)
Cash flow hedge (38) (463) (501)
MAT Credit entitlement 2,230 - 2,230
Undistributed Profits of Subsidiaries (2) (819) (821)
Liabilities relating to employee benefits and bonus 1,149 - 1,149
Employee share based plan 397 - 397
Excess tax benefits from exercise of share-based options 1,457 - 1,457
Brought forward losses 146 - 146
Others 364 - 364
Total 7,050 (2,124) 4,926
Note:
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has legally enforceable right to set off the said balances.

d) Details of deferred tax assets recognised for carry forward of unused tax losses to the extent probable that future
taxable profit will be available against which unused tax losses can be utilised are as follows:
As at As at
Name of the Entities
March 31, 2023 March 31, 2022
Mastek Systems Pty Ltd (Formerly known as Evolutionary Systems Pty Ltd) 70 146
Evolutionary Systems Qatar WLL 26 -
Evolutionary Systems (Singapore) PTE. LTD 219 -
Evolutionary Systems Corp. 759 -
Mastek, Inc. 1,294 -
Trans American Information Systems Inc. 614 -
Total 2,982 146
26 Related Party disclosures, as per Ind AS 24

Relationships have been disclosed where transactions have taken place and relationships involving control:

Key Management Personnel (KMP): Ashank Desai, Vice Chairman and Managing Director (till March 31,2023)*
Arun Agarwal, Global Chief Financial Officer (w.e.f May 31,2021)
Dinesh Kalani, Vice President - Group Company Secretary
Global Chief Executive Officer (CEO): Hiral Chandrana, Global Chief Executive Officer
Directors: Ketan Mehta, Non Executive Director

Atul Kanagat, Non Executive Director (till January 17,2023)
Priti Rao, Non Executive Director
S. Sandilya, Non Executive Director (till March 3, 2023)
Rajeev Grover, Non Executive Director
Suresh Vaswani Non Executive Director (w.e.f December 11,2022)
Enterprise where KMP has control: Mastek Foundation
Note: For list of subsidiaries refer note 43.
* Non executive Director and Chairman w.e.f. April 01, 2023
Balances outstanding are as follows:-

As at As at
Name of Related Party
March 31, 2023 March 31, 2022
Compensation of key management personnel and directors of the Company* 88 327
All the transactions executed with the related parties are done at the arms length basis, for which
prior approval of Audit committee has been obtained.
Transaction with key managerial personnel

Particulars
March 31, 2023 March 31, 2022
Salaries and other employee benefits* 457 866

Share based payment transactions 9 47
Director sitting fees 129 146
Director commission paid 49 65
Total compensation paid to key management personnel 644 1,124
* The KMP’s are covered under the Companies gratuity policy, compensated absence policy and bonus policy along with other eligible employee of
the Company. Proportionate amount of gratuity and compensated absences expenses and provision for gratuity and compensated absences, which
are determined actuarially are not mentioned in the aforementioned disclosure as these are computed for the Company as a whole.
KMPs for the Group have been considered as persons having authority and responsibility for planning, directing and controlling the activities for
the Group and not for individual entities within the Group.
Mastek Limited

Transactions with above related parties during the year were:-

March 31, 2023 March 31, 2022
Mastek Foundation Contribution towards CSR activities 300 226
27 Segment reporting
The Global CEO of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS
108, Operating Segments. The CODM evaluates the Group’s performance and allocates resources based on an analysis of
various performance indicators by geographical information. Accordingly, segment information has been presented for
geographies where group operates.
The organisational and reporting structure of the Group is based on geographical concept. Geographies are the operating
segments for which separate financial information is available and for which operating results are evaluated regularly
by CODM in deciding how to allocate resources and in assessing performance. The Group’s primary reportable segments
consist of four different geographies which are based on the risks and returns in different geographies and the location of
the customers: North America Operations, UK Operations, Middle-East and Others.
Income and direct expenses in relation to segments are categorised based on items that are individually identifiable to
that segment, while the remainder of costs are apportioned on an appropriate basis. Certain income and expenses are
not specifically allocable to individual segments as the underlying services are used interchangeably. The management
therefore believes that it is not practical to provide segment disclosures relating to such expenses and accordingly such
expenses are separately disclosed as “unallocated” and directly charged against total income.
Property, Plant and Equipment used in the Group’s business or liabilities contracted have not been identified to any
of the reportable segments, as the Property, Plant and Equipment and the support services are used interchangeably
between segments. Accordingly disclosures relating to total segments assets and liabilities are not practicable.
Geographical information on revenue and industry revenue information is collated based on individual customer invoices
or in relation to which the revenue is otherwise recognised.

Particulars
March 31, 2023 March 31, 2022
Segment Revenue
UK & Europe operations 1,58,761 1,48,485
Middle East 23,350 19,006
Others* 11,652 12,337
Revenue from operations 2,56,339 2,18,384
*Includes India, Singapore, Australia
*Includes revenue from India amounting to ` 3,287 lakhs (March 31, 2022 ` 2,894 lakhs)

Particulars
March 31, 2023 March 31, 2022
Segment Results profit before exceptional item, tax, unallocated income/expense and finance
cost
UK & Europe operations 39,395 41,363
Middle East 673 (148)
Others 1,507 2,919
Total 46,236 47,467
Less : Finance costs 2,472 768
Less : Other un-allocable expenditure net of un-allocable (income) 3,559 1,895
Profit before exceptional Items and tax 40,205 44,804


Particulars
March 31, 2023 March 31, 2022
Exceptional items - (loss) / gain, net (Refer note 22)

UK & Europe operations - -
North America operations (1,745) -
Middle East - -
Others 4,277 -
Exceptional gain, net 2,532 -
Profit on sale of Investment property
Profit on sale of Investment property relating to corporate asset of India operations.
Expense relating to business combination
Expense relating to business combination consummated during the year relating to North
America operations
The accounting policies consistently used in the preparation of the consolidated financial
statements are also applied to item of revenue and expenditure in individual segment.
28 Financial instrument
The carrying value and fair value of financial instruments by categories as at March 31, 2023 and March 31, 2022
as follows:
Carrying Value Fair Value

Particulars
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Financial assets
Amortised cost
Security deposits 583 529 583 529
Trade receivables (net of provisions) 50,663 43,557 50,663 43,557
Cash and cash equivalents 20,764 72,658 20,764 72,658
Other bank balance 79 4,035 79 4,035
Other assets 297 372 297 372
Investment in Bond 53 108 53 108
Investment in bank deposits and Margin money deposits 2,499 2,862 2,499 2,862
FVOCI
Investment in Volteo Edge, LLC 1,241 - 1,241 -
Investment in mutual funds - 2,457 - 2,457
Derivative assets 960 1,782 960 1,782
FVTPL
Investment in mutual funds 5,577 - 5,577 -
Total financial assets 82,716 1,28,360 82,716 1,28,360
Amortised cost
Borrowings 37,078 19,026 37,078 19,026
Lease liabilities 3,256 1,257 3,256 1,257
Trade payables 18294 3,327 18294 3,327
Other liabilities 7,900 26,182 7,900 26,182
FVOCI
Derivative liabilities 12,547 49,406 12,547 49,406
FVTPL
Derivative liabilities 27,580 - 27,580 -
Total liabilities 106,655 99,198 106,655 99,198
Mastek Limited

29 Fair value hierarchy

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair
value on recurring basis as at March 31, 2023 and March 31, 2022
Quantitative disclosures of fair value measurement hierarchy for financial instruments as at March 31, 2023:


Derivative assets
Foreign exchange forward contract March 31, 2023 960 - 960 -
FVOCI financial assets designated at
fair value
FVTPL financial assets designated at March 31, 2023
fair value
Investment in mutual funds 5,577 5,577 - -
value
Derivative liabilities
Derivative instrument (Put option) March 31, 2023 12,547 - - 12,547
Contingent consideration payable March 31, 2023 27,580 - - 27,580
Quantitative disclosures of fair value measurement hierarchy for financial assets as at March 31, 2022:


Derivative assets
Foreign exchange forward contract March 31, 2022 1,782 - 1782 -
FVOCI financial assets designated at
fair value
Investment in mutual funds March 31, 2022 2,457 2,457 - -
FVTPL financial assets designated at
fair value
value
Derivative liabilities
Derivative instrument (Put option) March 31, 2022 49,406 - - 49,406

29.1 Description of valuation techniques used and significant unobservable input for valuation
Significant unobservable
Instrument Valuation technique Range (weighted average)
inputs
Financial liabilities For March 31, 2023 Long-term growth March 31, 2023: March 31, 2022:
measuring at fair Discounted cash flow (DCF) method rate for cash flows for WACC - 16.5%, WACC - 16%,
value - Derivative subsequent years Terminal growth rate Terminal growth rate
instrument (Put Put option has been valued at it's intrinsic - 5% - 5%
option) value as at March 31, 2023. Put option is out Expected EBITDA
of the money. volatility - 54.79%
For March 31, 2022
DCF method
Monte Carlo simulation has been used to
simulate EBITDAs for each relevant financial
year.
Financial liabilities For March 31, 2023 Forecasted revenue of March 31, 2023: March 31, 2022: NA
measuring at fair Scenario based method under which target Cost of debt - 3.5%
value - Contingent probability weights are assigned to
consideration payable contingent consideration payoff under each
outcome
For March 31, 2022
NA
29.2 Put option written on Non-Controlling Interest

As at As at
Particulars
March 31, 2023 March 31, 2022

Add: Fair value adjustment during the year (17,936) 22,330
Add: Adjustments on account of contractual obligations relating to Evosys acquisition (refer note 34) - 1,773
Less: Total consideration paid for acquisition of proportionate non-controlling interests (18,923) (24,732)
29.3 Contingent consideration payable

As at As at
Particulars
March 31, 2023 March 31, 2022
Balance at the beginning of the year - -

Add: Additions on account of acquisition during the year 26,960 -
Add: Fair value adjustment during the year 620 -
Balance at the end of the year 27,580 -
30 Financial risk management

The Group’s activities expose it to a variety of financial risks: market risk, credit risk, liquidity risk and price risk. The
Group’s primary focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse
effects on its financial performance. The Group’s management oversees the management of these risk and formulates
the policies, the Board of Directors and Audit Committee reviews and approves policies for managing each of these risks,
which are summarised below:
Market risk: Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of change in market prices. The primary market risk to the Group is foreign exchange risk.
Foreign currency risk

The Group’s exposure to risk of change in foreign currencies exchange rates arising from foreign currency transactions,
is primarily with respect to the currencies which are not fixed. Foreign exchange risk arises from future commercial
transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of
the relevant group entity. The Group uses derivative financial instruments to mitigate foreign exchange related risk
Mastek Limited

exposures. The counter parties of these derivative instruments are primarily a bank. All derivative activities for risk
management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It
is the Group’s policy that no trading in derivative for speculative purposes may be undertaken.
These derivative financial instruments are forward contracts and are qualified for cash flow hedge accounting when the
instrument is designated for hedge. Group has designated major portion of derivative instruments as cash flow hedges to
mitigate the foreign exchange exposure of forecasted highly probable cash flows.
The following table present the aggregate contracted principal amount of the Group’s derivatives contracts outstanding:
As at As at
Designated derivative instrument
March 31, 2023 March 31, 2022
Forward contract (Notional amount in GBP lakhs) 318 229

Fair value gains 1,275 1,412
Forward contract (Notional amount in USD lakhs) 227 334

Fair value (loss)/gains (316) 370
Accounting for cash flow hedge

The objective of hedge accounting is to represent, in the Group’s financial statements, the effect of the Group’s use of
financial instruments to manage exposures arising from particular risks that could affect profit or loss. As part of its risk
management strategy, the Group makes use of derivative financial instruments for hedging the risk arising on account of
highly probable foreign currency forecasted sales.
The Group has a Board approved policy on assessment, measurement and monitoring of hedge effectiveness which
provides a guideline for the evaluation of hedge effectiveness, treatment and monitoring of the hedge effective position
from an accounting and risk monitoring perspective. Hedge effectiveness is ascertained at the time of inception of the
hedge and periodically thereafter. The Group assesses hedge effectiveness on prospective basis. The derivative contracts
have been taken to hedge foreign currency fluctuations risk arising on account of highly probable foreign currency
forecasted sales.
The Group determines the existence of an economic relationship between the hedging instrument and hedged item
based on the currency, amount and timing of their respective cash flows. The foreign exchange forward contracts are
denominated in the same currency as the highly probable forecasted sales. Further, the entity has included the foreign
currency basis spread and takes the forward rates in hedging relationship.
The Group applies cash flow hedge to hedge the variability arising out of foreign currency exchange fluctuations
on account of highly probable foreign currency forecasted sales. Such contracts are generally designated as cash
flow hedges.
The table below enumerates the Group’s hedging strategy, typical composition of the Group’s hedge portfolio, the
instruments used to hedge risk exposures and the type of hedging relationship:
Type of risk / Description of hedging Description of hedging Type of hedging
Hedged item Hedging instrument
hedge position strategy instrument relationship
Cash flow Highly probable Foreign currency Foreign exchange Forward contracts are Cash flow hedge
hedge of forecasted sales denominated in proceeds forward contracts contractual agreements
foreign from highly probable to buy or sell a specified
currency risk forecasted sales is financial instrument at a
converted into functional specific price and date
currency using a forward in the future. These are
contract. Functional customised contracts
currency of the Group is transacted in the over–
INR. the–counter market.
Net realised foreign exchange (gain) arising from hedging is accounted under revenue from operations as on March 31,
2023 ` 832 lakhs (March 31, 2022 ` 215 lakhs)
There was no hedge ineffectiveness during the year.


Forward Contracts covers part of the exposure during the period April 2021 -January 2025
As at As at
Mark-to-Market gains/(losses)
March 31, 2023 March 31, 2022
Opening balance of Mark-to-market gains receivable on outstanding derivative contracts 1,782 (272)
Less: Reclassified from Hedging reserve account to consolidated statement of profit and loss (728) (216)
Add: Changes in the fair value of designated derivative instrument recognised in OCI (94) 2,270
Closing balance of Mark-to-market (losses)/gains receivable on outstanding derivative 960 1,782
contracts
Disclosed under:
Other current financial asset (Refer note 6(d)) 596 737
Other non-current financial asset (Refer note 4(b)) 364 1,045
960 1,782
Non-derivative financial instruments

The following table presents foreign currency risk from non- derivative financial instrument as of March 31, 2023 and
March 31, 2022.
Amount in respective foreign currencies (in lakhs) Amount (` in lakhs)

Currency
GBP 13 - 13 1,346 - 1,346

USD 123 (6) 117 10,138 (495) 9,643
EUR 13 - 13 1,192 (6) 1,186
AED 31 (3) 28 685 (62) 623
AUD 9 - 9 496 - 496
QAR 13 (6) 7 283 (133) 150
MYR 15 - 15 286 - 286
SGD 21 - 21 1,308 - 1,308
BHD 0 - 0 30 - 30
PHP 54 (10) 44 82 (15) 67
NZD 0 (0) 0 23 (10) 13
SAR 211 - 211 4,609 - 4,609
KWD 1 - 1 372 - 372
CAD 1 (5) (4) 47 (296) (249)
OMR 1 (1) - 146 (128) 18
CHF 0 (0) 0 4 (1) 3
TWD 1 - 1 4 - 4
DKK - (1) (1) - (8) (8)
ROL - (1) (1) - (15) (15)
Total (` in lakhs) 21,051 (1,169) 19,882
Mastek Limited


GBP 27 (15) 12 2,708 (1,453) 1,255

USD 95 (14) 81 7,170 (1,041) 6,129
EUR 8 - 8 696 - 696
AED 83 (177) (94) 1,717 (3,646) (1,929)
AUD 5 - 5 268 - 268
QAR 37 - 37 776 - 776
BHD - 0 0 - (6) (6)
SGD 35 (9) 26 1,963 (504) 1,459
PHP 84 - 84 124 - 124
NZD 1 - 1 63 - 63
SAR 201 - 201 4,057 - 4,057
KWD 1 - 1 352 - 352
CAD 7 (2) 5 401 (148) 253
OMR 1 (0) 1 122 (18) 104
MYR 29 - 29 521 - 521
Total (` in lakhs) 20,938 (6,816) 14,122
For the guarantee issued by Mastek Limited on behalf of its wholly owned subsidiary, Mastek (UK) Limited, management
does not expect any liability against the same.
As at March 31, 2023 and March 31, 2022 respectively, every 1% increase/decrease of the respective foreign currencies
compared to functional currency of the Company would impact financials statement by approximately `199 lakhs and
` 141 lakhs, respectively.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet
its contractual obligations, and arises principally from the Company’s receivables from customers including unbilled and
investment securities. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The
objective of managing counter party credit risk is to prevent losses in financial assets. The Group assesses the credit
quality of the counterparties, taking into account their financial position, past experience and other factors.
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
demographics of the customer, including the default risk of the industry and country in which the customer operates,
also has an influence on credit risk assessment and accordingly the Group accounts for expected credit loss. No single
customer contributes for more than 10% of outstanding total accounts receivables as at March 31, 2023 and March 31,
2022. There is one customer which contributes for more than 10% of revenue aggregating 15% as at March 31, 2023 (no
single customer in March 31, 2022).
As at As at
Particulars
March 31, 2023 March 31, 2022
At the beginning of the year 3,977 3,047

Provision made during the year, net 2,622 930
At the end of the year 6,599 3,977
The following table gives details in respect of revenues generated from top customer and top 5 customers:
Particulars For the year ended For the year ended

Movement of provision for expected credit loss March 31, 2023 March 31, 2022
Percentage of revenue from top customer 15% 9%

Percentage of revenue from top 5 customers 28% 30%

Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The Group
manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when due. Also, the Group has unutilized credit limits with banks. The Group’s corporate treasury department is
responsible for managing and monitoring liquidity, funding as well as its settlement. In addition, processes and policies
related to such risks are overseen by senior management. The management monitors the Group’s net liquidation through
rolling forecast on the basis of expected cash flows. Also, the probability that guarantee given by Mastek Limited on
behalf of Mastek (UK) Limited, wholly owned subsidiary (“Mastek (UK)”) for its borrowings, will be invoked is very remote
considering the financial strength of Mastek UK and its past history of timely repayment. Accordingly, such guarantee is
not impacting the liquidity risk profile of the company.
The Working Capital position of the Company is given below
As at As at
Particulars
March 31, 2023 March 31, 2022
Cash and cash equivalent 20,764 72,658

Other bank balances 28 3,987
Investment in mutual fund 5,577 1,432
Investment in bank deposit 583 8
Investment in Bonds - 56
Total 26,952 78,141
The table below provides details regarding the contractual maturities of significant financial liabilities as at March
31, 2023:

Particulars
Borrowings 10,174 26,904

Lease liabilities 20,410 28,595
The table below provides details regarding the contractual maturities of significant financial liabilities as at March
31, 2022:

Particulars

Trade payables 3,210 117
Lease liabilities 526 1,231
Trade payables are generally non - interest bearing and are normally settled in line with respective industry norms.
Price risk
The Company is mainly exposed to the price risk due to its investment in mutual funds. The price risk arises due to
uncertainties about the future market values of these investments. These are exposed to price risk. The Company has
laid policies and guidelines which it adheres to in order to minimise price risk arising from investments in mutual funds.
As at As at
Particulars
March 31, 2023 March 31, 2022
Investments in mutual funds 5,577 2,457

Investment in Volteo Edge, LLC 1,241 -
Investment in bonds 53 108
Investments in bank deposit 611 3,995
Mastek Limited

Impact on profit or loss for the year

ended
Particulars March 31, 2023 March 31, 2022
Price change by :
100 basis points increase 75 66
100 basis points decrease (75) (66)
Interest rate sensitivity

The sensitivity analysis below have been determined based on exposure to interest rates for borrowings at the end of
the reporting year and the stipulated change taking place at the beginning of the year and held constant throughout the
reporting year in case of borrowings that have floating rates.
If the interest rates had been 50 basis points higher or lower and all the other variables, in particular foreign currency
exchange rates, were held constant, the effect on interest expense for the respective year and consequent effect on
Company’s profit or loss before tax in that year would have been as below:

Particulars
March 31, 2023 March 31, 2022

Particulars
March 31, 2023 March 31, 2022
Interest rate change by :

50 basis points increase (184) (93)
50 basis points decrease 184 93
31 Capital management
The Group’s policy is to maintain a strong capital base so as to maintain investors, creditors and market confidence and
to sustain future development of the business. The Group monitors the return on capital as well as the level of dividends
on its equity shares. The Group’s objective when managing capital is to maintain an optimal structure so as to maximise
shareholder value. The capital structure is as follows:
As at As at
Particulars
March 31, 2023 March 31, 2022
Total Equity attributable to the Equity Share Holders of Group 1,77,451 1,22,170
Equity capital as a percentage of total capital 82.72% 86.53%
Current borrowing 10,174 6,946
Non-current borrowing 26,904 12,080
Total loan and borrowing 37,078 19,026
Total Cash and cash equivalent 20,792 76,645
% based on debt to total capital 17.28% 13.47%
% based on net debt to adjusted total capital 8.41% (89.26%)
Total Capital(borrowing and equity) 2,14,529 1,41,196
Total adjusted capital (borrowing - cash and cash equivalent + total equity) 1,93,737 64,551
The Group is predominantly equity financed which is evident from capital structure table. Further, the Group has always
been a net cash positive with cash and bank balances along with current financial assets which predominantly includes
investment in liquid and short term mutual funds are in excess of debt.

32 Employee Stock Based Compensation

i) Plan V
The Company introduced a scheme in 2008 for granting 1,500,000 stock options to the employees, each option
Outstanding options, beginning of the year 6,725 47 10,475 63

Exercised during the year (6,225) 47 - -
Lapsed/Cancelled during the year (500) 47 (3,750) 91
Outstanding options, end of the year - - 6,725 47
Options exercisable, end of the year - - 6,725 47
ii) Plan VI
The Company introduced a scheme in 2010 for granting 2,000,000 stock options to the employees, each option
Outstanding options, beginning of the year 73,309 120 1,18,091 114

Exercised during the year (9,296) 130 (20,769) 142
Lapsed/Cancelled during the year (24,094) 72 (24,013) 73
Outstanding options, end of the year 39,919 147 73,309 120
Options exercisable, end of the year 39,919 147 73,309 120
iii) Plan VII

The Company introduced a new scheme in 2013 for granting 2,500,000 stock options to its employees and employees of
its subsidiaries, each option giving a right to apply for one equity share of the Company on its vesting. The vesting period
of stock option will range from one year to four years from the date of grant. The stock options are exercisable within a
period of seven years from the date of vesting.
Outstanding options at beginning of the year 6,33,770 83 10,18,646 69

Granted during the year 54,860 5 14,530 5
Exercised during the year (1,70,533) 134 (2,74,314) 53
Lapsed/Cancelled during the year (48,133) 89 (1,25,092) 28
Outstanding options at end of the year 4,69,964 55 6,33,770 83
Options exercisable, end of the year 3,26,700 77 4,48,225 116
Note: The Group does not have a past practice of cash settlement for these ESOPs. The Group accounts for the ESOPs as an equity-settled
plan.
Mastek Limited

The following tables summarise information about the options/ shares outstanding under various programs as at March
31, 2023 and March 31, 2022, respectively:

Weighted average
years
Plan VI 39,919 1.7 147

Plan VII 4,69,964 5.7 55

Weighted average
years
Plan V 6,725 0.3 47

Plan VI 73,309 2.1 120
Plan VII 6,33,770 5.8 83
The weighted average fair value of each unit under the plan, granted during the year ended March 31, 2023 was ` 2,091
(March 31,2022 - ` 2,356) using the Black-Scholes model with the following assumptions:
As at As at
Particulars
March 31, 2023 March 31, 2022
Weighted average grant date share price (in `) 2,091 2,443

Weighted average exercise price (in `) 5 5
Dividend yield % 0.73% 0.58%
Expected life 3-7 years 3-7 years
Risk free interest rate % 7.03% 5.90%
Volatility % 50.03% 51.35%
Volatility : Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during the
period. The measure of volatility is used in Black Scholes option pricing model is the annualised standard deviation of
the continuously compounded rates of return on the stock over a period of time. Company considered the daily historical
volatility of the Company’s stock price on the National Stock Exchange over the expected life of each vest.
Risk free rate : The risk free rate being considered for the calculation is the interest rate applicable for a maturity equal
to the expected life of the options based on zero coupon yield curve for government securities.
Expected life of the options: Expected life of the options is the period for which the Company expects the options
to be live. The minimum life of stock options is the minimum period before which the options can’t be exercised and
the maximum life of the option is the maximum period after which the options can’t be exercised. The Company have
calculated expected life as the average of the minimum and the maximum life of the options.
Dividend yield: Expected dividend yield has been calculated as an total of interim and final dividend declared in last
year preceding date of grant.
33 Leases
Company as a lessor
At the inception of the lease the Group classifies each of its leases as either an operating lease or a finance lease. The
Company recognises lease payments received under operating leases as income on systematic basis over the lease term.
If an arrangement contains lease and non-lease components, the Company applies Ind AS 115 Revenue from contracts
with customers to allocate the consideration in the contract.

Company as lessee
The Group’s leased assets primarily consist of leases for office premises, guest houses, laptops, lease lines, furniture and
equipment. Leases of office premises and guest houses generally have lease term between 2 to 44 years (March 31, 2022
- 2 to 45 years). The Company has applied low value exemption for leases of laptops, lease lines, furniture and equipment
accordingly these are excluded from Ind AS 116, at present.
i) The carrying amounts of right-of-use assets recognised and the movements during the period (Refer note 3 (b))
ii) Below are the carrying amounts of operating lease liabilities and the movements during the period:

Particulars
March 31, 2023 March 31, 2022

Additions during the year 2,581 575
Deletion during the year - -
Accretion of interest 144 80
Payments (including interest March 31, 2023 ` 144 lakhs, March 31, 2022 ` 80 lakhs) (833) (693)
Foreign Currency translation 107 12
Current 1,007 453
Non-current 2,249 804
Maturity Analysis of lease liabilities :

The contractual maturity analysis of lease liabilities are disclosed herein on an undiscounted basis-
As at As at
Particulars
March 31, 2023 March 31, 2022
Less than one year 1,185 526

More than one year to five year 2,331 890
More than five years 570 341
Total 4,086 1,757
The effective interest rate for lease liabilities as at March 31, 2023 is 10.64% (March 31, 2022 - 10.67%)
iii) The following are the amounts recognised in Consolidated statement of profit or loss:
For the year

For the year ended
Particulars ended
March 31, 2023
March 31, 2022
Depreciation expense for right-of-use assets 792 599

Finance expense on lease liabilities 144 80
Expense relating to short-term, low value leases (included in other expenses) 920 637
Total amount recognised in consolidated statement of profit and loss 1,856 1,316
The Company had total cash outflows for leases of 1,753 in FY 2022-23 (1,330 lakhs in FY 2021-22) including cash
outflow for short term and low value leases.
There are several lease agreements with extension and termination options, for which management exercises
significant judgement in determining whether these extension and termination options are reasonably certain to be
exercised. Since it is reasonable certain to exercise extension option and not to exercise termination option, the
Company has opted to include such extended term and ignore termination option in determination of lease term.
Mastek Limited

The maturity analysis of lease income are disclosed herein-

As at As at
Particulars
March 31, 2023 March 31, 2022
Lease income
Future minimum lease income under non-cancellable operating lease (in respect of
properties):
Due within one year 293 405
Due later than one year but not later than five years 655 492
Total 948 897
34. Business combinations
a) Acquisition of entities - Evosys

During the year ended March 31, 2020, Mastek acquired control of the business of Evolutionary Systems Private Limited
(“ESPL”) and its subsidiary companies (together referred to as “Evosys”). The acquisition was as follows:-
Mastek (UK) Limited, a wholly-owned subsidiary of Mastek Limited, entered into a Business Transfer Agreement (“BTA”)
on February 8, 2020 to acquire the business of Evosys Arabia FZ LLC and Share Transfer Agreements (STA) to acquire
Middle East Companies (“MENA Acquisition”) by paying a cash consideration (net of cash and cash equivalents) of USD
64.9 million i.e. ` 48,204 lakhs. The closing of such transaction occurred on March 17, 2020, which is considered to be
the date of transfer of control or the date of acquisition, as per Ind AS 103- “”Business Combinations””, and necessary
effects have been recognised in the standalone financial statements of the respective entities and consolidated financial
statements of the Company and its subsidiaries. While the acquisition has been effected and full consideration has
been paid, procedures to complete the legal processes like registering sale of shares was delayed due to the pandemic
condition, which has been completed during the year ended March 31, 2022.
With respect to a business undertaking of ESPL (including investments in certain subsidiaries of ESPL), the parties
(Mastek group and Evosys group) entered into a Demerger Co-operation Agreement (DCA) and Shareholders Agreement
on February 8, 2020. The manner of discharge of the non-cash consideration and the acquisition of legal ownership,
was decided to be achieved through a demerger scheme filed before the National Company Law Tribunal (NCLT) (“the
Scheme”), or, as per DCA, the parties were to complete this transaction with the same economic effect, by an alternate
arrangement within the period specified in the DCA. The DCA gave Mastek Enterprise Solutions Private Limited (“MESPL”)
(formerly known as Trans American Information Systems Private Limited), a subsidiary of Mastek Limited, the right to
appoint majority of the board of directors in ESPL and its subsidiaries and also provided for the relevant activities of ESPL
and its subsidiaries to be decided by a majority vote of such board of directors, thereby resulting in transfer of control of
business of ESPL and its subsidiaries to Mastek Group. The date of acquisition of business undertaking for the purposes of
Ind AS 103 is the date of transfer of control to the Group, i.e. February 8, 2020. Discharge of consideration for demerger
was made through issue of 4,235,294 equity shares of Mastek Limited (face value ` 5 each) and balance consideration
through MESPL by issuing 15,000 Compulsorily Convertible Preference Shares (CCPS), (face value of ` 10 each) of MESPL,
subsequently split into 150,000 CCPS of ` 1 each, which carry a Put Option to be discharged at agreed EBITDA multiples,
based on actual EBIDTA of 3 years commencing from financial year ending March 31, 2021 including adjustments for
closing cash.
On September 14, 2021, the above transaction was approved by the NCLT, pursuant to the Scheme of De-merger, for
the demerger of Evolutionary Systems Private Limited (ESPL or demerged entity), into MESPL, with the effective date
of February 1, 2020 (Appointed Date). Accordingly, 4,235,294 equity shares of Mastek Limited (face value ` 5 each) were
issued on September 17, 2021 and considered for the calculation of basic earnings per share from the quarter ended
September 30, 2021.
On December 17, 2021, a board meeting was held where the Board approved the buy out of first tranche of CCPS i.e.
1/3rd of the total outstanding CCPS (of MESPL) basis the agreed valuations in line with SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 (as amended). Accordingly, 254,755 equity shares of Mastek Limited (face value of ` 5
each) had been issued on February 10, 2022, for said buyout of first tranche of 50,000 CCPS of MESPL.

On December 11, 2022, a board meeting was held where the Board approved the buy out of second tranche of 50,000
CCPS of MESPL basis the agreed valuations in line with SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018 (as amended). Accordingly, 320,752 equity shares of Mastek Limited (face value of ` 5 each) had been issued on
January 17, 2023, for said buyout of second tranche of 50,000 CCPS of MESPL.”
b) Acquisition of entities - MST

i. During the year ended March 31, 2023, Mastek has acquired control of the business of Meta Soft Tech Systems
Private Limited (“MST India”) and MetaSoft Tech Solutions LLC. (“MST US”) (together referred to as “Metasoft”). The
acquisition was as follows:-
i. Mastek Limited, entered into a Share purchase agreement (“SPA”) on July 18, 2022 to acquire the business of Meta
Soft Tech Systems Private Limited by paying a cash consideration including contingent consideration to be paid
based on agreed revenue and gross margin performance (net of cash and cash equivalents) of USD 2.2 million i.e.
` 1,846 lakhs. The closing of such transaction occurred on August 02, 2022, which is considered to be the date of
transfer of control or the date of acquisition, as per Ind AS 103, and necessary effects have been recognised in the
standalone financial statements of the respective entities and consolidated financial statements of the Group.”
ii. Mastek Inc., a step down subsidiary of Mastek Limited, entered into a Member’s interest purchase agreement
(“MIPA”) on July 18, 2022 to acquire the business of MetaSoft Tech Solutions LLC. by paying a cash consideration
including contingent consideration to be paid based on agreed revenue and gross margin performance (net of cash
and cash equivalents) of USD 105.9 million i.e. ` 84,149 lakhs. The closing of such transaction occurred on August
02, 2022, which is considered to be the date of transfer of control or the date of acquisition, as per Ind AS 103,
and necessary effects have been recognised in the standalone financial statements of the respective entities and
consolidated financial statements of the Group.
MetaSoft offers customer relationship management (CRM) and marketing automation consulting services. It offers
salesforce, licensing solution, MuleSoft integrations, CPQ for salesforce, and Vlocity products. The company offers
digital transformation, managed services, and marketing automation solutions. It serves education, healthcare,
manufacturing, non-profit, and public sector industries. it is a trusted partner to several Fortune 1000 and large
enterprise clients. The acquisition will enable the Group in CRM business.
Purchase consideration
As part of the MST acquisition, the purchase consideration to be discharged in cash is as follows:
Particulars MST USA MST India Total
Purchase consideration 85,625 2,723 88,348

85,625 2,723 88,348
Less: Adjustment for Cash^ 1,476 877 2,353
84,149 1,846 85,995
^ Purchase consideration is net of cash and cash equivalents acquired including contingent consideration to be paid based on agreed
revenue and gross margin performance
The purchase price allocation to the identified assets and liabilities assumed at the acquisition date are:
Property, plant and equipment and Right-of-use assets 1,234 325 1,559
Customer Contracts 2,623 - 2,623
Customer Relationships 8,425 - 8,425
Trade receivables* 4,957 588 5,544
Financial assets* - 949 949
Other assets* 12,321 525 12,846
Trade payables (2,281) (5) (2,286)
Financial liabilities (1,162) (863) (2,025)
Other liabilities (13,689) (931) (14,620)
Mastek Limited

Current tax liability (9) (315) (323)

Deferred tax asset** - 195 195
Fair value of identifiable net assets 12,419 468 12,887
Less: Purchase Consideration (84,149) (1,846) (85,995)
Goodwill 71,730 1,378 73,108
Contingent liability NA NA NA
Goodwill expected to be deductible for tax purpose 69,745 - 69,745
Goodwill is primarily related to growth expectations, expected future profitability, the substantial skill and
expertise of Metasoft’s workforce and expected synergies.
*Represents fair value of receivables and gross contractual amounts receivable. All amounts are expected to be collected.
**Excludes the amount pertaining to OCI of ` 8 lakhs
Notes
(i) Projected revenue and profit / (loss) of the Group had the acquisition occurred as of the beginning of the year
would be ` 2,67,670 lakhs and ` 26,275 lakhs respectively.
(ii) Amount of revenue and profit/ (loss) of the acquiree since the acquisition date included in the consolidated
statement of profit and loss is ` 22,629 lakhs and ` 3,729 respectively.
Acquisition costs
Acquisition-related costs amounting to ` 1,745 Lakhs are not included as part of consideration transferred and have
been recognised as an expense in the consolidated statement of profit and loss, as part of exceptional items (Refer
note 22).
35 Capital Commitments and Contingent Liabilities
I Capital commitment
Estimated amount of contracts remaining to be executed on capital account and not provided for as at March 31, 2023 is
` 868 lakhs (March 31, 2022: ` 433 lakhs)
II Contingent liabilities
As at As at
Particulars
March 31, 2023 March 31, 2022
A. Claims against Company not acknowledged as debts

Disputed demands in respect of Sales tax (including pending litigation of various matters) 941 941
B. Provident Fund
Based on the judgement by the Honourable Supreme Court dated February 28, 2019, past provident fund liability,
is not determinable at present, in view of uncertainty on the applicability of the judgement to the Company
with respect to timing and the components of its compensation structure. In absence of further clarification, the
Company has been advised to await further developments in this matter to reasonably assess the implications on its
financial statements, if any.
(i) The Group does not expect any cash outflows or any reimbursements in respect of the above
contingent liabilities.
(ii) It is not practicable for the Group to estimate the timing of cash outflows, if any, in respect of the above,
pending occurrence of the default event or resolution of respective proceedings.

36 Other statutory information

(i) The Group has not advanced or loaned or invested funds to any person or any entity, including foreign entities
(Intermediaries) with the understanding that the intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by a or on
behalf of the Group (Ultimate Beneficiaries); or
(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(ii) The Group has not received any fund from any person or any entity, including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by a or on
behalf of the Funding Party (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
37 The Group does not have any transactions and outstanding balances during the current as well previous year with
companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
38 The Group have not defaulted on any of the loan taken from banks, financial institutions or other lenders.
39 The Group does not have any Benami property, where any proceeding has been initiated or pending against the Group for
holding any Benami property.
40 The Group has not traded or invested in Crypto currency or Virtual currency during the financials year.
41 The Group does not have any such transaction which is not recorded in the books of account that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey
or any other relevant provision of the Income Tax Act,1961).
42 The Holding Company and subsidiary companies covered under the Act have complied with the number of layers
prescribed under section 2(87) of the Act.
43 The Holding company has complied with section 186 of the Act. Transactions and balances falling under section 186
of the Act in the standalone financial statements of the Holding Company, gets eliminated in consolidated financial
statements and therefore, such transactions and balances have not been reported in consolidated financial statements.
Subsidiary companies covered under the Act do not have any transaction to be reported under section 186 of the Act.
44 Disclosure mandated by Schedule III to the act by way of additional information for the year ended
March 31, 2023
Net Assets i.e.
Share in total comprehensive
Total Assets-Total Share in Profit or Loss Share in OCI
income
Liabilities
Country of
Name of Entities Incorporation As a % of
As a % of As a % of As a % of consolidated
consolidated ` in Lakhs consolidated ` in Lakhs consolidated ` in Lakhs total ` in Lakhs
net assets profit or loss OCI comprehensive
income
A. Parent
Mastek Limited India 42.9% 72,194 42.1% 12,335 (2.1%) (137) 34.0% 12,198
B. Direct Subsidiaries
India
Mastek Enterprise India (22.4%) (37,664) 13.2% 3,874 2.0% 128 11.2% 4,002
Solutions Private Limited
(Formerly known as Trans
American Information
(2) (3)
Mastek Limited

Net Assets i.e.

income
Liabilities
Country of
income
Meta Soft Tech Systems India 0.3% 460 1.5% 439 0.2% 13 1.3% 452
Private Limited (4)
Foreign
Mastek (UK) Limited UK 54.6% 91,839 49.1% 14,394 (12.2%) (801) 37.9% 13,593
C. Indirect Subsidiaries
Foreign
Mastek, Inc. (1) USA (2.9%) (4,919) (13.1%) (3,840) (14.4%) (942) (13.3%) (4,782)
Trans American USA 2.9% 4,916 (5.6%) (1,641) 9.9% 650 (2.8%) (991)
Information Systems Inc.
Mastek Digital Inc. Canada 0.3% 505 0.1% 27 0.0% 2 0.1% 29
Evolutionary Systems Abu Dhabi (1.8%) (3,008) (6.9%) (2,010) (0.3%) (18) (5.7%) (2,028)
Consultancy LLC
Mastek Systems Pty Ltd Australia 1.5% 2,557 (0.9%) (272) (1.2%) (81) (1.0%) (353)
(Formerly known as
Ltd) (2)
Evolutionary Systems Bahrain 0.3% 565 (0.4%) (130) 1.1% 72 (0.2%) (58)
Bahrain WLL
Mastek Arabia FZ LLC Dubai 1.1% 1,860 (3.6%) (1,059) 51.5% 3,369 6.4% 2,310
Evolutionary Systems Egypt 0.2% 263 0.7% 213 (1.8%) (118) 0.3% 95
Egypt LLC
Evosys Kuwait WLLC Kuwait 0.4% 716 2.1% 611 0.3% 20 1.8% 631
Evosys Consultancy Malaysia 0.4% 713 0.4% 123 0.3% 19 0.4% 142
Services (Malaysia) SDN.
BHD (2)
Newbury Cloud, Inc. (2) USA 0.1% 110 (0.2%) (58) 0.2% 12 (0.1%) (46)
Evolutionary Systems Netherlands 2.2% 3,681 2.6% 750 3.2% 212 2.7% 962
BV (2)
Evolutionary Systems Qatar 0.4% 688 (0.9%) (250) 0.9% 62 (0.5%) (188)
Qatar WLL(2)
Evolutionary Systems Saudi 2.4% 3,964 5.7% 1,669 3.8% 247 5.3% 1,916
Saudi LLC (2)
Evolutionary Systems Singapore (0.2%) (321) (0.8%) (246) (0.2%) (15) (0.7%) (261)
(Singapore) PTE. LTD. (2)
Evolutionary Systems UK 13.8% 23,266 14.9% 4,379 10.1% 659 14.1% 5,038
Company Limited (UK) (2)
Evolutionary Systems USA 0.9% 1,443 (5.2%) (1,522) 2.6% 171 (3.8%) (1,351)
Corp. (2)
Evolutionary Systems Canada 0.0% - 0.1% 23 0.0% - 0.1% 23
Canada Limited
Metasoftech Solutions USA 2.7% 4,513 5.1% 1,492 46.2% 3,021 12.6% 4,513
LLC (4)
Total 100% 1,68,341 100% 29,301 100% 6,545 100% 35,846
D. Non Controlling Interest 9,110 1,726 39 1,765
(NCI) (2)
All the amounts mentioned above are after considering the elimination and consolidation adjustments.

45 Disclosure mandated by Schedule III to the act by way of additional information for the year ended
March 31, 2022
Net Assets i.e.
income
Liabilities
Country of
income
A. Parent
Mastek Limited India 55.0% 58,975 25.6% 7,567 21.6% 553 25.3% 8,120
B. Direct Subsidiaries
India
Mastek Enterprise India (59.7%) (63,920) 5.4% 1,608 20.7% 530 6.7% 2,138
Solutions Private Limited
(2) (3)
Foreign
Mastek (UK) Limited UK 72.8% 78,047 51.7% 15,259 (20.0%) (511) 46.0% 14,748
C. Indirect Subsidiaries
Foreign
Mastek, Inc. (1) USA 0.7% 778 (9.6%) (2,825) 6.7% 171 (8.3%) (2,654)
Trans American USA 5.5% 5,908 2.3% 671 10.8% 277 3.0% 948
Information Systems Inc.
Mastek Digital Inc. Canada 0.4% 476 1.6% 462 0.4% 10 1.5% 472
Evolutionary Systems Abu Dhabi (0.9%) (981) (4.4%) (1,286) 2.5% 64 (3.8%) (1,222)
Consultancy LLC
Mastek Systems Pty Ltd Australia 2.4% 2,616 3.2% 959 2.7% 69 3.2% 1,028
(Formerly known as
Ltd) (2)
Evolutionary Systems Bahrain 0.6% 623 (0.0%) (10) 1.0% 26 0.0% 16
Bahrain WLL
Mastek Arabia - FZ LLC Dubai (0.4%) (449) (2.8%) (824) 58.5% 1,495 2.1% 671
Evolutionary Systems Egypt 0.2% 169 0.4% 122 (0.9%) (22) 0.3% 100
Egypt LLC
Evosys Kuwait WLLC Kuwait 0.1% 85 0.7% 208 0.2% 4 0.7% 212
Evosys Consultancy Malaysia 0.4% 453 1.4% 401 0.2% 5 1.3% 406
Services (Malaysia) SDN.
BHD (2)
Newbury Cloud, Inc. (2) USA 0.1% 116 0.4% 112 0.2% 4 0.4% 116
Evolutionary Systems Netherlands 2.2% 2,390 3.5% 1,038 (1.9%) (49) 3.1% 989
B.V. (2)
Evolutionary Systems Qatar 0.7% 794 0.7% 203 1.3% 33 0.7% 236
Qatar WLL (2)
Evolutionary Systems Saudi 1.8% 1,878 0.9% 253 2.8% 72 1.0% 325
Saudi LLC (2)
Evolutionary Systems Singapore 0.0% 34 (1.8%) (534) 0.3% 8 (1.6%) (526)
(Singapore) PTE. LTD.(2)
Evolutionary Systems UK 15.6% 16,695 18.8% 5,549 (10.0%) (255) 16.5% 5,294
Company Limited (UK) (2)
Evolutionary Systems USA 2.3% 2,439 1.9% 549 2.8% 71 1.9% 620
Corp. (2)
Evolutionary Systems Canada 0.0% 10 0.1% 31 0.0% - 0.1% 31
Canada Limited
Total 100.0% 1,07,136 100.0% 29,513 100.0% 2,555 100.0% 32,068
D. Non Controlling Interest 15,034 3,829 18 3,847
(NCI) (4)
Mastek Limited

(1) Formally known as Digility, Inc.
(2) Non Controlling Interest (NCI), refer note 10.1.
(3) Evolutionary Systems Private Limited merged with Trans American Information Systems Private Limited pursuant to demerger approval during
the year and subsequently name has been changed to Mastek Enterprise Solutions Private Limited
(4) Acquired 100% with effect from August 01, 2022 (refer note 34(b))
(5) All the amounts mentioned above are after considering the elimination and consolidation adjustments.
45.1 Financial information of subsidiaries that have material non-controlling interests:

The Group has Mastek Enterprise Solutions Private Limited (‘MESPL’) (formerly known as Trans American Information
Systems Private Limited), which is the only subsidiary with non-controlling interests that is material to the Group.
Proportion of total share capital held by non-controlling interests:

Country of
As at As at
Name incorporation and
March 31, 2023 March 31, 2022
operation
Mastek Enterprise Solutions Private Limited ('MESPL') (formerly known as India 10.00% 20.00%
Trans American Information Systems Private Limited)
As at As at
Particulars
March 31, 2023 March 31, 2022
Current assets 18,905 14,369

Non-current assets 40,913 40,574
Current liabilities 5,758 5,367
Non-current liabilities 1,796 1,712
Revenue from operations 39,990 32,198
Note: The profit or loss allocated to non-controlling interests (NCI) of the subsidiary during the reporting period and accumulated NCI of the
subsidiary at the end of the reporting period (refer note 10.1)
Cash and cash equivalent

As at As at
Particulars
March 31, 2023 March 31, 2022
Cash and cash equivalents at the beginning of the year 1,293 928
Increase / (Decrease) in cash and cash equivalents during the year (231) 365
Cash and cash equivalents at the end of the year 1,062 1,293
46 The Consolidated Financial Statements were authorised for issue by the board of directors on April 19, 2023.
47 Previous year’s figures have been regrouped or reclassified wherever necessary to correspond with the current year
classification/ disclosure, which are not considered material to these consolidated financial statements
These are the notes to the financial statements referred to in our report of even date
As per our Report of even date

Chairman Director
Partner
Overview Reports Statements Information 309
MASTEK LIMITED
(CIN: L74140GJ1982PLC005215)
Registered Office: 804/805, President House, Opp. C. N. Vidyalaya,
Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006, Gujarat.
E mail: investor_grievances@mastek.com; Website: www.mastek.com;
Tel: +91-79-2656-4337
Notice of the 41st Annual General Meeting

NOTICE IS HEREBY GIVEN THAT THE 41ST ANNUAL GENERAL 2. Confirmation of Interim Dividend payment and
MEETING (“AGM”) OF MASTEK LIMITED (“THE COMPANY”) declaration of a Final Dividend
WILL BE HELD ON THURSDAY, SEPTEMBER 21, 2023 AT To confirm the payment of Interim Dividend of ` 7.00
5.00 P.M. IST THROUGH VIDEO CONFERENCING (“VC”) / per equity share (on Face Value of ` 5.00 each) and also
OTHER AUDIO VISUAL MEANS (“OAVM”) ORGANISED BY THE to declare a Final Dividend of ` 12.00 per equity share
COMPANY WITHOUT IN-PERSON PRESENCE OF SHAREHOLDERS (on Face Value of ` 5.00 each) for the Financial Year
TO TRANSACT THE FOLLOWING BUSINESS. 2022–23.
Ordinary Business To consider and if thought fit, to pass the following

resolution as an Ordinary Resolution:
1. Adoption of the Annual Audited Financial Statements
and Reports thereon Ordinary Resolution
To receive, consider and adopt Audited Standalone “RESOLVED THAT Interim Dividend at the rate of ` 7.00 per
Financial Statements of the Company for the Financial equity share (on Face Value of ` 5.00 each), approved by the
Year ended March 31, 2023, together with the Reports Board at its meeting held on January 17, 2023, and paid on
of the Board of Directors and the Statutory Auditors February 15, 2023, be and is hereby ratified and confirmed.
thereon and the Audited Consolidated Financial
RESOLVED FURTHER THAT a Final Dividend of ` 12.00 per
Statements of the Company for the Financial Year
equity share (on Face Value of ` 5.00 each) for the Financial
ended March 31, 2023, together with the Report of the
Year 2022-23 as recommended by the Board of Directors
Statutory Auditors thereon.
be and is hereby declared and the same be paid out of the
To consider and if thought fit, to pass the following profits of the Company to the eligible equity shareholders.”
resolution as Ordinary Resolutions:
3. Re-appointment of Director retiring by rotation
Ordinary Resolution To appoint a Director in place of Mr. Ashank Desai (DIN:
“RESOLVED THAT the Audited Standalone Financial 00017767), Non - Executive / Non - Independent Director
Statements of the Company for the Financial Year ended who retires by rotation in terms of Section 152 of the
March 31, 2023, together with the Reports of the Board of Companies Act, 2013 and being eligible, offers himself
Directors and the Statutory Auditors thereon, be and are for re-appointment.
hereby received, considered and adopted.”
To consider and if thought fit, to pass the following
“RESOLVED THAT the Audited Consolidated Financial resolution as an Ordinary Resolution:
Statements of the Company for the Financial Year ended
March 31, 2023, together with the Report of the Statutory Ordinary Resolution
Auditors thereon, be and are hereby received, considered “RESOLVED THAT pursuant to provisions of Section 152
and adopted.” and other applicable provisions of the Companies Act, 2013,
(including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force), the approval of the
Members of the Company, be and is hereby accorded, for the
re-appointment of Mr. Ashank Desai (DIN: 00017767), as a
Director, liable to retire by rotation.”
Mastek Limited
Special Business
4. To approve the payment of Profit related Commission 5. To consider Appointment of Mr. Umang Nahata (DIN
to Non-Executive Directors (including Independent 00323145) as Non-Executive, Non–Independent, New
Directors) of the Company Shareholders’ Nominee Director of the Company
To consider and if thought fit, to pass with or To consider and if thought fit, to pass the following
without modification(s), the following resolution as a resolution with or without modification(s) as an
Special Resolution: Ordinary Resolution:
Special Resolution: Ordinary Resolution

“RESOLVED THAT in supersession of all the earlier “RESOLVED THAT pursuant to the provisions of Sections 152,
resolutions passed and pursuant to the provisions of Sections 160, 161 and all other applicable provisions of the Companies
149, 197, 198, Schedule V and other applicable provisions, Act, 2013 read with the Companies (Appointment and
if any, of the Companies Act, 2013 (the “Act”) read with Qualification of Directors) Rules, 2014 and other applicable
the rules framed thereunder, Regulation 17(6) and other rules, if any (including any statutory modification(s) and
applicable regulations of the Securities and Exchange Board / or re-enactment(s) thereof for the time being in force),
of India (Listing Obligations and Disclosure Requirements) SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) (including any Regulations, 2015, as amended and subject to provision of
statutory modification(s) or amendment(s) or re-enactment(s) Article 127(b) of the Articles of Association of the Company,
thereof for the time being in force), the relevant provisions Mr. Umang Nahata (DIN 00323145), who was appointed as an
of the Articles of Association of the Company, such other Additional Director (Non-Executive and Non-Independent)
approval(s), permission(s) and sanction(s) as may be in the capacity of New Shareholders’ Nominee Director
necessary, in addition to the sitting fees and re-imbursement of the Company with effect from July 19, 2023, by the
of expenses for attending the Meetings of the Board of Board of Directors on recommendation of Nomination and
Directors and Committees thereof, and pursuant to the Remuneration Committee and who holds the said office
recommendation and approval of the Nomination and pursuant to the provisions of Section 161 of the Act up to
Remuneration Committee and the Board of Directors of the the date of ensuing 41st Annual General Meeting and has
Company, approval of the Members of the Company be and submitted a declaration to that effect and is eligible for
is hereby accorded for payment of remuneration by way of appointment under the relevant provisions of the Act,
commission or otherwise to the Non-Executive Directors consent of the Members of the Company be and is hereby
(including Independent Directors) of the Company, appointed accorded for the appointment of Mr. Umang Nahata (DIN
from time to time, of a sum not exceeding in aggregate 1% 00323145), as a New Shareholders’ Nominee Director of
(one percent) per annum, of the net profits of the Company the Company, as nominated by New Shareholders, pursuant
calculated in accordance with the provisions of Section 198 to the amended Shareholders’ Agreement, and Articles of
of the Act, be paid to and distributed amongst any or all of Association, and is liable to retire by rotation.
the Non-Executive Directors of the Company, other than the
RESOLVED FURTHER THAT the Board of Directors and /
Managing Director / Whole-time Director(s) of the Company,
or Company Secretary of the Company, be and are hereby
but including the Independent Directors of the Company, for
severally authorised to do all such acts, deeds, matters
five Financial Years commencing from Financial Year April 01,
and things, as it may, in its absolute discretion, consider
2023 till March 31, 2028, in such amounts or proportions and
necessary, expedient or desirable in order to give effect to
in such manner and in all respects as may be decided and
this resolution.”
determined by the Board of Directors of the Company, from
time to time, and such payments shall be made in respect of By Order of the Board of Directors
the profits of the Company for each Financial Year. For Mastek Limited
RESOLVED FURTHER THAT the Board of Directors, Key
Dinesh Kalani
Managerial Personnel and any other person as may be
Vice President - Group Company Secretary
authorised by the Board of Directors of the Company, be and
(Membership Number: FCS 3343)
are hereby authorised to do all such acts, deeds, matters
and things as it may deem fit at its absolute discretion and to
take all such steps as may be required.”
Date: July 19, 2023
Place: Mumbai
Registered Officer:
804/805, President House,
Opp. C. N. Vidyalaya,
Near Ambawadi Circle, Ambawadi,
Ahmedabad – 380 006, Gujarat.
Notice of the 41st Annual General Meeting Overview Reports Statements Information 311
Explanatory Statement in respect of the Special Business

[Pursuant to the provisions of Section 102 of the Companies Act, 2013 (“the Act”), and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)]
In respect of Item No. 4 Accordingly, the Board recommends the Resolution set out
The Members of the Company, at the 36th
Annual General above for approval by the Members.
Meeting held on July 19, 2018, had approved the payment Except the Key Managerial Personnel of the Company
of Commission to Non-Executive Directors (including and their relatives, all Non-Executive Directors alongwith
Independent Directors) of the Company, of a sum not their relatives, are deemed to be concerned or interested
exceeding 1% per annum of the net profits of the Company, financially or otherwise, in the resolution to the extent of
calculated in accordance with the provisions of Section 198 of remuneration or Commission to be received by them.
the Act, for a period of 5 (five) years commencing from April
1, 2018. Since the validity of the aforesaid resolution passed In respect of Item No. 5
by the Members is upto the Financial Year 2022-23, approval
Members are aware that pursuant to the approved Scheme
is now sought from Members for renewal of the resolution
of Arrangement, Evolutionary Systems Private Limited
commencing from Financial Year 2023-24 to 2027-28.
had demerged its identified Oracle business into Mastek
The Company’s Non-Executive Directors (including Enterprise Solutions Private Limited (Formerly known
Independent Directors) are leading professionals with as Trans American Information Systems Private Limited
high level of expertise and rich experience in functional “Mastek Subsidiary”) effective September 15, 2021, with the
areas such as Global business strategy, Global business appointed date as of February 1, 2020.
development, corporate governance, finance & taxation,
Further pursuant to the terms and conditions of the
security-IT domain expertise and risk management, amongst
Shareholders’ Agreement dated February 8, 2020 as
others. The Company’s Non-Executive Directors (including
amended, and Article 127 of the Articles of Association
Independent Directors) have been shaping and steering the
of the Company, the “New Shareholders” have the right
long-term strategy and make invaluable contributions towards
(not an obligation) to collectively nominate 1 (one) non-
Mastek Group level strategy, monitoring or risk management
executive Director (“New Shareholders’ Director”) on the
and Compliances.
Board, provided that such person shall not be a director
Considering the Company’s operations, its expanding on the Board of a Competitor. It may be noted that New
activities and valuable contribution made by Non-Executive Shareholders have not nominated anybody for the last three
Directors (including Independent Directors) towards overall financial years on the Board of the Company. Further, Article
engagement with the Company on various policies, strategic 127(b) of the Articles of Association of the Company, was
and governance related issues, it is proposed to pay Annual amended pursuant to the approval of the Members of the
Commission to them. In view of the above, the Nomination Company vide Postal Ballot process, the results of which were
and Remuneration Committee and the Board of Directors declared on April 29, 2023.
at their meetings held on April 12, 2023 and April 19, 2023
The New Shareholders have now Nominated Mr. Umang
respectively, recommended and approved the payment of
Nahata as the Nominee Director of New Shareholders and
commission not exceeding 1% (one percent) of the net profits
submitted the nomination letter to the Company.
of the Company commencing from Financial Year 2023-24 to
2027-28. Mr. Umang Nahata was working with a Mastek Group
Company till March 31, 2023 and is also a director on the
According to the provisions of the Section 197 of the
Board of Mastek Group Companies. The Board of Directors
Companies Act, 2013 and Regulation 17 of the Listing
of the Company (‘the Board’) at its meeting held on July
Regulations, all fees / compensation payable to Non-
19, 2023, based on the recommendation of the Nomination
Executive Directors (including Independent Directors) shall
and Remuneration Committee of the Board and pursuant to
require prior approval of the Members of the Company.
the provisions of the Companies Act, 2013 (‘the Act’) and
Hence, it is proposed to seek approval of the Members of the
Articles of Association (‘AoA’) of the Company, appointed
Company under Section 197 of the Act, and Regulation 17 of
Mr. Umang Nahata (DIN 00323145) as an Additional Director
the SEBI Listing Regulations for payment of commission at
subject to the approval of the Members, as Non-Executive
the rate not exceeding 1% of the net profits of the Company,
Non-Independent Director –New Shareholders’ Nominee
computed in accordance with Section 198 of the Act,
Director of the Company w.e.f. July 19, 2023.
commencing from Financial Year 2023-24 to 2027-28. This
commission will be distributed as per the decision taken by The Company has pursuant to Section 160 (1) of the Act,
the Board (based on the recommendation of the Nomination received a Notice from a Member in writing proposing his
and Remuneration Committee) from time to time. The above candidature for the appointment. If appointed, Mr. Nahata
payment of Commission shall be over and above the sitting will act as a Non-Executive Director, liable to retire by
fees and reimbursement of expenses paid to the Directors for rotation. In accordance with the provisions of Section 149 of
attending the meeting of the Board / Committees thereof. the Companies Act, 2013 and Regulation 17(1C) of the Listing
Mastek Limited
Regulations, a listed entity shall ensure that the approval The Nomination and Remuneration Committee and the Board
of Members for the appointment of a person on the Board is of the view that the association of Mr. Umang Nahata
of Directors has to be taken at the next general meeting and the rich experience & vast knowledge he brings with
or within a time period of three months from the date of him, would benefit the Company as he possesses requisite
appointment, whichever is earlier. Accordingly, the approval skills, background and expertise, and competencies in the
of the Members is sought to comply the same as well. context of the Company’s businesses, particularly in the
areas of Global Business perspective / operations, General
Mr. Nahata has given his consent to act as a Director of the
Management, Strategy & Planning and Risk Management.
Company pursuant to Section 152 of the Act. Mr. Nahata
Mr. Nahata would be entitled to receive sitting fees for
has further confirmed that he is neither disqualified nor
attending the meetings of the Board of Directors and
debarred from holding the Office of Director under the Act or
Committees thereof. In addition, Mr. Umang Nahata
pursuant to any Order issued by SEBI. The Company has also
would also be entitled to receive a Commission on profits
received a declaration from Mr. Nahata confirming that his
as a Non‑Executive Director of the Company, as may be
name does not appear in the list of willful defaulters issued
determined each year by the Board of Directors within the
by Reserve Bank of India. In compliance with the provisions
limits approved by the Members of the Company.
of Section 149 of the Act and in terms of Regulation 17(1C) of
the SEBI Listing Regulations and other applicable provisions, A copy of the draft letter for the appointment of Mr. Nahata
the appointment of Mr. Nahata as a Non-Executive Director as Non-Executive Director (New Shareholders’ Nominee)
is being placed for the approval of the Members within the setting out the terms and conditions would be available for
stipulated time frame. inspection without any fee by the Members at the Registered
Office of the Company during normal business hours on any
The Company has also received from Mr. Umang Nahata:
working day.
i) onsent in writing to act as a Director in Form DIR- 2
C
Mr. Umang Nahata holds 16,55,840 (5.42%) Equity Shares in
pursuant to Rule 8 of the Companies (Appointment &
the Company and is not related to any other Directors and
Qualification of Directors) Rules, 2014;
Key Managerial Personnel of the Company. Accordingly, the
ii) Intimation in Form DIR-8 pursuant to terms of the Board recommends the appointment of Mr. Nahata as Non-
Companies (Appointment & Qualification of Directors) Executive Non-Independent Director as New Shareholders’
Rules, 2014, to the effect that he is not disqualified as Nominee Director, for passing by the Members of the
per Section 164(2) of the Companies Act, 2013. Company as ordinary Resolution. Except, for Mr. Umang
Nahata (being an appointee), none of the other Directors,
In the opinion of the Board of Directors, Mr. Nahata possesses
Key Managerial Personnel of the Company or their relatives
integrity, expertise, and experience and fulfils the conditions
is concerned or interested, in any way, either financially or
for the appointment as Director as specified under the Act
otherwise in the Resolution set out in this Notice.
and Listing Regulations. A brief profile of Mr. Umang Nahata,
the nature of his expertise in specific functional areas, The Board recommends the said resolution, as set out above
disclosure of relationships between directors inter-se, names for approval of the Members.
of Companies in which he holds Directorship, Committee
Memberships / Chairmanships, shareholding in the Company,
By Order of the Board of Directors
etc., in terms of Regulation 36(3) of the Listing Regulations
For Mastek Limited
and Secretarial Standard 2 is annexed to this Notice as
‘Annexure A’.
Dinesh Kalani
Brief Profile:
(Membership Number: FCS 3343)
“Mr. Umang Nahata was the founder and CEO of Evosys
(Evolutionary System Private Limited) which under his
leadership had grown to become one of the top Oracle Cloud Date: July 19, 2023
partners globally. He was also the CEO of Mastek’s Oracle Place: Mumbai
Business and President of Mastek North America, APAC, and
ME. He is a Chartered Accountant by qualification. Mr. Nahata Registered Office:
has also worked for other well-known IT Service Companies in 804/805, President House,
the past.” Opp. C. N. Vidyalaya,
Near Ambawadi Circle, Ambawadi,
Ahmedabad – 380 006, Gujarat.
Notes: attend the AGM through VC / OAVM and participate at the

AGM and cast their votes through e-voting.
1. An Explanatory Statement pursuant to Section 102 of the
Companies Act, 2013 (“the Act”) setting out material facts 5. In the case of joint holders attending the AGM, only such
concerning the Special Business mentioned under item No. joint holder who is higher in the order of names will be
4 and 5 to be transacted at the AGM is annexed hereto and entitled to vote.
forms part of this Notice. The Board of Directors at its 6. In compliance with the aforesaid Circulars, the AGM
meeting held on July 19, 2023, considered and decided Notice and the Annual Report 2022-23, including Financial
to include the item as given above, as Special Business Statements (along with Board’s Report, Auditor’s
in the forthcoming AGM, as they are unavoidable in Reports and other documents required to be attached
nature and also as required by Regulation 36(3) of the therewith), are being sent only through electronic mode
SEBI (Listing Obligations and Disclosure Requirements) to those Members whose e-mail IDs are registered with
Regulations, 2015 (“SEBI Listing Regulations”) and the Registrar & Transfer Agent (“RTA”) or respective
as required under Secretarial Standard – 2 on General Depository Participants (“DPs”). Members may note
Meetings issued by the Institute of Company Secretaries that the AGM Notice and Annual Report 2022-23 are also
of India, is annexed hereto. available on the Company’s website at www.mastek.
2. The relevant details, pursuant to the provisions of the com, websites of the Stock Exchanges i.e. BSE Limited
SEBI Listing Regulations and the Secretarial Standard - 2 and National Stock Exchange of India Limited at www.
on General Meetings issued by the Institute of Company bseindia.com and www.nseindia.com respectively, and
Secretaries of India, in respect of Director seeking on the website of NSDL at https://www.evoting.nsdl.
appointment/re-appointment at the 41st AGM is also com.
annexed hereto as “Annexure A”. This AGM Notice is being sent by e-mail only to
3. The Ministry of Corporate Affairs, Government of India those eligible Members who have already registered
(“MCA”) vide its General Circular Nos. 20/2020 and their e-mail address with the Depositories and with
10/2022 dated May 5, 2020 and December 28, 2022, the Company on or before the cut-off date Friday,
respectively, and other circulars issued in this respect August 25, 2023.
(“MCA Circulars”) allowed, inter-alia, conduct of AGMs In case any Member is desirous of obtaining hard copy
through Video Conferencing/ Other Audio-Visual Means of the Annual Report for the Financial Year 2022-23
(“VC/ OAVM”) facility on or before September 30, and Notice of the 41st AGM of the Company, may send
2023, in accordance with the requirements provided request to the Company’s email address at investor_
in paragraphs 3 and 4 of the MCA General Circular No. grievances@mastek.com mentioning Folio No. / DP ID
20/2020. The Securities and Exchange Board of India and Client ID.
(“SEBI”) also vide its Circular No. SEBI/HO/CFD/PoD-
2/P/CIR/2023/4 dated January 5, 2023 (“SEBI Circular”) 7. Attendance of the Members participating in the AGM through
has provided certain relaxations from compliance with VC / OAVM facility using their login credentials shall
certain provisions of the SEBI (Listing Obligations and be counted for the purpose of reckoning the quorum
Disclosure Requirements Regulations, 2015 (“Listing under Section 103 of the Act. Further, all resolutions
Regulations”). In compliance with these Circulars, mentioned in this Notice shall be passed through the
provisions of the Act and the Listing Regulations, the facility of remote e-voting and e-voting at the AGM.
41st AGM of the Company is being conducted through 8. Facility to join the AGM shall be opened 30 minutes
two way VC/ OAVM facility, which does not require before the scheduled time of the AGM and shall be kept
physical presence of members at a common venue. open for the Members throughout the proceedings of
The deemed venue of the AGM shall be the Registered the AGM. The procedure to join the AGM is mentioned
Office of the Company. in the “Instructions for electronic voting by Members”
4. Since this AGM is being held through VC / OAVM, the physical annexed hereto.
attendance of Members has been dispensed with. 9. The Company has engaged the services of National
Accordingly, in terms of the aforementioned Circulars, Securities Depository Limited (“NSDL”) as the
the facility for appointment of proxies by the Members authorised agency for conducting of the AGM through
will not be available for this AGM and hence, the Proxy VC-/ OAVM facility and for providing electronic voting
Form, Attendance Slip including Route Map are not (“e-voting”) facility to its Members, to exercise their
annexed to this Notice. However, the Body Corporates votes through the remote e-voting and e-voting at
are entitled to appoint authorised representatives to the AGM.
Mastek Limited
Instructions Related to the (i) Payment of Final the Financial Year 2023-24 does not exceed ` 5,000,
Dividend for the Financial Year Ended March 31, also in cases where a Member provides Form 15G
2023, (ii) Investor Education and Protection Fund (applicable to resident individual) / Form 15H
(“IEPF”) and (iii) RTA related. (applicable to a resident individual above the age
1. Pursuant to Section 91 of the Act, the Register of of 60 years), provided that the eligibility conditions
Members and Share Transfer Books will remain closed as prescribed under the Act are met.
from Wednesday, September 20, 2023 to Thursday, • Non-resident Members can avail beneficial rates
September 21, 2023 for annual closing and determining under tax treaty between India and their country
the entitlement of the Members to the Final Dividend, if of residence, subject to providing necessary
approved at the AGM for the Financial Year ended March documents i.e. No Permanent Establishment
31, 2023. and Beneficial Ownership Declaration, Tax
2. If the Final Dividend, as recommended by the Board Residency Certificate, Form No. 10F, or any other
of Directors, is approved at the AGM, payment of such document which may be required to avail the tax
dividend subject to Deduction of Tax at Source (“TDS”) treaty benefits.
will be made within the statutory time limit of 30 days. The aforesaid declaration and document needs to
a) to those Members whose names appear on the be submitted by the Members. For the detailed
Register of Members of the Company after giving process and instructions, please click on the
effect to all valid transfers in physical form Company’s website here – https://www.mastek.
lodged with the Company and/or its Registrar com/investors/
and Transfer Agents on Tuesday, 5. Members who wish to claim Dividends, which remain
September 19, 2023 and, unclaimed, are requested to correspond with the
b) in respect of shares held in electronic form, on Company’s RTA for releasing the same, only through
the basis of beneficial ownership as per the details banking channels before the due dates of transfer to
furnished by the National Securities Depository the Investor Education and Protection Fund Authority.
Limited (NSDL) and Central Depository Services The details of such unclaimed dividends are available on
(India) Limited (CDSL) at the close of business hours the Company’s website at www.mastek.com . Members
on Tuesday, September 19, 2023. are requested to note that the dividend remaining
unclaimed for a continuous period of 7 (seven) years
3. Payment of such dividend shall be made through from the date of transfer to the Company’s Unpaid
electronic mode to the Members who have updated Dividend Account shall be transferred to the Investor
their bank account details. Members are encouraged to Education and Protection Fund (“IEPF”). In addition, all
use the Electronic Clearing Services (ECS) for receiving underlying shares in respect of which dividend has not
dividends. In the event the Company is unable to pay been paid or claimed for 7 (seven) consecutive years or
dividend to any Member through electronic mode, due more shall also be transferred by the Company to the
to non registration of the electronic bank mandate, Demat Account of the IEPF Authority within a period of
the Company shall dispatch the demand draft to 30 (thirty) days of such underlying shares becoming due
such Member. to be transferred to the IEPF Authority.
4. In terms of the provisions of the Income-tax Act, 1961, In the event of the transfer of underlying shares and the
dividend paid or distributed by a Company shall be unclaimed dividends to the IEPF Authority, Members
taxable in the hands of the Members. The Company are entitled to claim the same from the IEPF Authority
shall, therefore, be required to deduct TDS at the time by submitting an online application in the prescribed
of payment of dividend at the applicable tax rates. Form IEPF-5 (available on www. iepf.gov.in) and sending
The rate of TDS would depend upon the category and a physical copy of the same duly signed to the RTA
residential status of the Member. of the Company along with the requisite documents
• For Resident Members, taxes shall be deducted at enumerated in Form IEPF-5. Members can file only
source under Section 194 of the Income Tax Act one consolidated claim in a Financial Year as per the
as follows: IEPF Rules.
- Members having valid PAN 10% or as notified by Pursuant to the applicable provisions of the Act, read
the Government of India with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016,
- Members not having valid PAN 20% or as notified (including any statutory modification(s) and / or re-
by the Government of India enactment(s) thereof for the time being in force),
However, No TDS will be deducted on the dividend, following table represents dividend and the number
if the total dividend received by Members during of equity shares transferred to demat account of IEPF
Authority during the year under review:
Unpaid Dividend 8. Nomination: As per the provisions of Section 72 of the

Financial Year Number of Shares
Amount (in `) Act, the facility for making nomination is available for
2014-15 (Final Dividend) 168,543 156 the Members in respect of the shares held by them.
2015-16 (1st Interim Dividend) 267,036 943 Members can nominate a person in respect of all the
shares held by him / her singly or jointly. Members
Estimated due dates for transfer to IEPF Authority holding shares in physical form and who have not yet
(including the current Financial Year 2023-24), of the registered their nomination are requested to register
unclaimed / unpaid dividends from the Financial Year the same by submitting Form No. SH-13. If a Member
2015-16 and thereafter, the details of same are available desires to opt out or cancel the earlier nomination and
in the Corporate Governance Report which forms part of record a fresh nomination, he/ she may submit the same
this Annual Report. in Form ISR-3 or SH-14 as the case may be. Members are
6. Members are advised to update the changes, if any, requested to submit the said details to their Depository
pertaining to their name, postal address, email address, Participants in case the shares are held by them in
telephone/mobile numbers, Permanent Account Number electronic form, and to RTA in case the shares are held
(PAN), mandates, nominations, power of attorney, bank by them in physical form.
details such as, name of the bank and branch details, 9. Members are requested to:
bank account number, MICR code, IFSC code, etc.
• quote their Registered Folio number in case of
• Members holding shares in physical form: to the shares in physical form and DP ID and Client ID
Company’s RTA - KFin Technologies Limited, in in case of shares in dematerialised form, in their
prescribed Form ISR - 1 and other forms pursuant correspondence(s) to the Company.
to SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/
CIR/2023/37 dated March 16, 2023. In the absence • direct all correspondence related to shares
of any of the required documents in a folio, on or including consolidation of folios, if shareholdings
after October 1, 2023, the folio shall be frozen by are under multiple folios, to the RTA of
the RTA. the Company.
The Company has already sent requisite To prevent fraudulent transactions, Members are advised
communication to the Members for furnishing these to exercise due diligence and notify the Company or
details. The formats can be downloaded from the RTA of any change in address or nominee, if any
RTA’s website at https:// www.kfintech.com/ and appointed, to notify demise of any Member as soon as
such formats are also available on the Company’s possible. Members are also advised not to leave their
website at https://www.mastek.com/investors/ demat account(s) dormant for long. Periodic statement
of holdings should be obtained from the respective DPs
• Members holding shares in dematerialised and holdings should be verified from time to time.
form: to their respective DPs as per the
procedure prescribed. Other Notings
7. Members may further note that SEBI vide circular dated 1. The Members, desiring any information relating to
January 25, 2022, has mandated the listed companies the Accounts, are requested to write to the Company
to issue securities in dematerialised form only while Secretary at investor_grievances@mastek.com (at least
processing service requests, viz., issue of duplicate 7 days in advance) to enable us to keep the requisite
securities certificate; claim from unclaimed suspense information ready and the same will be replied by the
account; renewal / exchange of securities certificate; Company suitably.
endorsement; sub-division / splitting of securities
2. The Register of Directors and Key Managerial Personnel
certificate; consolidation of securities certificates /
and their shareholding maintained under Section 170 of
folios; transmission or transposition.
the Act and the Register of Contracts or Arrangements
Accordingly, Members are requested to make service in which Directors are interested maintained under
requests by submitting the forms in the specified Section 189 of the Act and the Certificate from
formats, which are available on the website of the Secretarial Auditors of the Company certifying that the
Company at https://www.mastek.com/investor- ESOP Schemes of the Company are being implemented
information/ and also available on the website of the in accordance with the SEBI (Share Based Employee
RTA at https://www.kfintech.com. It may be noted that Benefits) Regulations, 2021, as amended and in
any service request can be processed only after the folio accordance with the resolutions passed by the Members
is KYC Compliant. of the Company is be available for inspection by the
Members. Members seeking to inspect such documents
In view of the same and to eliminate all risks associated
can send an e-mail to investor_grievances@mastek.com
with physical shares and avail various benefits of
from their registered e-mail address.
dematerialisation, Members are therefore advised to
dematerialise the shares held by them in physical form, 3. The Board has appointed P. Mehta & Associates,
for ease in portfolio management. Practising Company Secretaries represented by
Mr. Prashant Mehta, as the Scrutiniser to scrutinise the
e-voting process in a fair and transparent manner. Any
Mastek Limited
person who becomes a Member of the Company after manner of voting remotely by Members holding shares
the dispatch of this Notice and holding shares as on in dematerialised form, physical form and for Members
the Cut-off Date may obtain the login ID and password who have not registered their e-mail ID is provided in
by sending a request at evoting@nsdl.co.in, to cast the “Instructions for electronic voting by Members”
his/ her vote. A person who is not a Member as on the which forms part of this Notice.
Cut-off Date should treat this Notice for information
8. SEBI has mandated the submission of PAN by every
purpose only.
participant in the securities market. Members holding
4. The Chairman shall at the AGM, allow voting, by use of shares in electronic form are, therefore, requested to
remote e-Voting system for all those Members who are submit their PAN to the Depository Participants with
present during the AGM through VC / OAVM, but have whom they are maintaining their demat accounts.
not cast their votes by availing the remote e-Voting Members holding shares in physical form can
facility. The remote e-Voting module during the AGM submit their PAN details to the Registrar and Share
shall be disabled by NSDL for voting 15 minutes after the Transfer Agent.
conclusion of the Meeting.
9. Generating awareness on availability of Dispute
5. The Scrutiniser shall, after the conclusion of voting Resolution Mechanism at Stock Exchanges against
at the AGM, first count the votes cast during the AGM listed companies / Registrar to an Issue and Share
and, thereafter, unblock the votes cast through remote Transfer Agents (RTAs) pursuant to SEBI circular no.
e-Voting and shall make, not later than 2 working SEBI/HO/OIAE/2023/03391 dated January 27, 2023
days from the conclusion of the AGM, a Consolidated (“SEBI Circular”)
Scrutiniser’s Report of the total votes cast in favour or
In order to enhance the awareness of investors about
against, if any, and will submit it to the Chairman or
the availability of arbitration facility at the Stock
Company Secretary in writing.
Exchanges for their dispute, if any, against listed
6. The Results declared, along with the Scrutiniser’s Companies / RTAs, SEBI vide above SEBI Circular has
Report, shall be placed on the Company’s website at advised the listed Companies to share the same either
www.mastek.com and on the website of NSDL at www. by e-mails or by SMS to all the investors, who hold the
evoting.nsdl.com, immediately after the declaration shares in physical form. Accordingly, the intimation of
of the result by the Chairman or Company Secretary the same was sent by the Company through RTA on
or a person authorised by Chairperson in writing. The February 10, 2023.
results shall also be immediately forwarded to the Stock
Exchanges where the Company’s Equity Shares are
listed viz. BSE and NSE and be made available on their
respective websites viz. www.bseindia.com and www.
nseindia.com.
7. Pursuant to the provisions of Section 108 of the Act,
read with the corresponding Rules made thereunder,
and Regulation 44 of the SEBI Listing Regulations, and
the Secretarial Standards issued by the Institute of
Company Secretaries of India, the Company is providing
a facility to its Members to exercise their votes
electronically through the e-voting facility provided by
the NSDL. Members who have cast their votes by remote
e-voting prior to the AGM may participate in the AGM
but shall not be entitled to cast their votes again. The
Instructions for electronic voting by Members
1. Pursuant to the Circular No. 14/2020 dated April 08, 4. Pursuant to the provisions of Section 108 of the
2020, Circular No.17/2020 dated April 13, 2020 issued by Companies Act, 2013 read with Rule 20 of the
the Ministry of Corporate Affairs followed by Circular No. Companies (Management and Administration) Rules,
20/2020 dated May 05, 2020, Circular No. 02/2021 dated 2014 (as amended) and Regulation 44 of SEBI (Listing
January 13, 2021, Circular No. 10/2022 dated December Obligations & Disclosure Requirements) Regulations
28, 2022, and all other relevant circulars issued from 2015 (as amended), and the Circulars issued by the
time to time, physical attendance of the Members to Ministry of Corporate Affairs dated April 08, 2020, April
the AGM venue is not required and general meeting be 13, 2020 and May 05, 2020 the Company is providing
held through video conferencing (VC) or other audio facility of remote e-Voting to its Members in respect
visual means (OAVM). Hence, Members can attend and of the business to be transacted at the AGM. For this
participate in the ensuing AGM through VC/OAVM. purpose, the Company has entered into an agreement
with National Securities Depository Limited (NSDL)
2. Pursuant to the Circular No. 14/2020 dated April 08,
for facilitating voting through electronic means, as
2020, issued by the Ministry of Corporate Affairs, the
the authorised agency. The facility of casting votes
facility to appoint proxy to attend and cast vote for
by a member using remote e-Voting system as well
the members is not available for this AGM. However,
as e-voting on the date of the AGM will be provided
the Body Corporates are entitled to appoint authorised
by NSDL.
representatives to attend the AGM through VC/OAVM
and participate there at and cast their votes through 5. In line with the Ministry of Corporate Affairs (MCA)
e-voting. Circular No. 17/2020 dated April 13, 2020, the Notice
calling the AGM has been uploaded on the website of
3. The Members can join the AGM in the VC/OAVM
the Company at www.mastek.com. The Notice can also
mode 30 minutes before the scheduled time of the
be accessed from the websites of the Stock Exchanges
commencement of the Meeting by following the
i.e. BSE Limited and National Stock Exchange of India
procedure mentioned in the Notice. The facility of
Limited at www.bseindia.com and www.nseindia.com
participation at the AGM through VC/OAVM will be made
respectively and the AGM Notice is also available on
available for 1000 Members on first come first served
the website of NSDL (agency for providing the Remote
basis principle. This will not include large Shareholders
e-Voting facility) i.e. www.evoting.nsdl.com.
(Shareholders holding 2% or more shareholding),
Promoters, Institutional Investors, Directors, Key
Managerial Personnel, the Chairpersons of the Audit
Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee, Auditors etc.
who are allowed to attend the AGM without restriction
on account of first come first served basis principle.
Mastek Limited
The Instructions For Members For Remote E-Voting And Joining General Meeting Are As Under:-
The remote e-voting period begins on Sunday, September 17, 2023 at 09:00 A.M. IST and ends on Wednesday, September
20, 2023 at 05:00 P.M. IST. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose
names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Thursday, September
14, 2023, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up
equity share capital of the Company as on the cut-off date, being Thursday, September 14, 2023.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual Members holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual Members
holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and
Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in
order to access e-Voting facility.
Login method for Individual Members holding securities in demat mode is given below:
Type of Members Login Method
Individual Members holding 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either
securities in demat mode on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial
with NSDL. Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter
your existing User ID and Password. After successful authentication, you will be able to see e-Voting
services under Value added services. Click on “Access to e-Voting” under e-Voting services and you
will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and
you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.
com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.
evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting
system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’
section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat
account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository site wherein you can
see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be
redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the
QR code mentioned below for seamless voting experience.
Type of Members Login Method
Individual Members holding 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and
securities in demat mode password. Option will be made available to reach e-Voting page without any further authentication.
with CDSL The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on
login icon & New System Myeasi Tab and then user your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
companies where the evoting is in progress as per the information provided by company. On clicking
the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for
casting your vote during the remote e-Voting period or joining virtual meeting & voting during
the meeting. Additionally, there is also links provided to access the system of all e-Voting Service
Providers, so that the user can visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.
cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN
No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the
user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful
authentication, user will be able to see the e-Voting option where the evoting is in progress and also
able to directly access the system of all e-Voting Service Providers.
Individual Members You can also login using the login credentials of your demat account through your Depository Participant
(holding securities in demat registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting
mode) login through their option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful
depository participants authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service
provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Members holding Members facing any technical issue in login can contact NSDL helpdesk by sending a request at
securities in demat mode with evoting@nsdl.co.in or call at 022 - 4886 7000 and 022 - 2499 7000
NSDL
Individual Members holding Members facing any technical issue in login can contact CDSL helpdesk by sending a request at
securities in demat mode with helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
CDSL
B) Login Method for e-Voting and joining virtual meeting for Members other than Individual Members holding
securities in demat mode and Members holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on
the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with
your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and
you can proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
a) For Members who hold shares in demat account 8 Character DP ID followed by 8 Digit Client ID
with NSDL. For example if your DP ID is IN300*** and Client ID is 12****** then your user ID
is IN300***12******.
b) For Members who hold shares in demat account 16 Digit Beneficiary ID
with CDSL. For example if your Beneficiary ID is 12************** then your user ID is
12**************
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company
For example if folio number is 001*** and EVEN is 101456 then user ID is
101456001***
Mastek Limited
5. Password details for Members other than Individual Step 2: Cast your vote electronically and join General
Members are given below: Meeting on NSDL e-Voting system.
a) If you are already registered for e-Voting, then How to cast your vote electronically and join General
you can user your existing password to login Meeting on NSDL e-Voting system?
and cast your vote. 1. After successful login at Step 1, you will be able to see
all the companies “EVEN” in which you are holding
b) If you are using NSDL e-Voting system for the
shares and whose voting cycle and General Meeting is in
first time, you will need to retrieve the ‘initial
active status.
password’ which was communicated to you.
Once you retrieve your ‘initial password’, 2. Select “EVEN” of company for which you wish to cast
you need to enter the ‘initial password’ your vote during the remote e-Voting period and casting
and the system will force you to change your vote during the General Meeting. For joining virtual
your password. meeting, you need to click on “VC/OAVM” link placed
under “Join Meeting”.
c) How to retrieve your ‘initial password’?
3. Now you are ready for e-Voting as the Voting
(i) If your email ID is registered in your
page opens.
demat account or with the company,
your ‘initial password’ is communicated 4. Cast your vote by selecting appropriate options i.e.
to you on your email ID. Trace the email assent or dissent, verify/modify the number of shares for
sent to you from NSDL from your mailbox. which you wish to cast your vote and click on “Submit”
Open the email and open the attachment and also “Confirm” when prompted.
i.e. a .pdf file. Open the .pdf file. The
5. Upon confirmation, the message “Vote cast successfully”
password to open the .pdf file is your
will be displayed.
8 digit client ID for NSDL account, last
8 digits of client ID for CDSL account or 6. You can also take the printout of the votes cast by you
folio number for shares held in physical by clicking on the print option on the confirmation page.
form. The .pdf file contains your ‘User ID’
7. Once you confirm your vote on the resolution, you will
and your ‘initial password’.
not be allowed to modify your vote.
(ii) If your email ID is not registered, please
follow steps mentioned below in process General Guidelines for Members
for those Members whose email IDS are 1. Institutional Members (i.e. other than individuals, HUF,
not registered. NRI etc.) are required to send scanned copy (PDF/JPG
6. If you are unable to retrieve or have not Format) of the relevant Board Resolution/ Authority
received the “ Initial password” or have forgotten letter etc. with attested specimen signature of the duly
your password: authorised signatory(ies) who are authorised to vote,
to the Scrutiniser by e-mail to acs.pmehta@gmail.com
a) Click on “Forgot User Details/Password?”(If with a copy marked to evoting@nsdl.co.in. Institutional
you are holding shares in your demat account Members (i.e. other than individuals, HUF, NRI etc.)
with NSDL or CDSL) option available on www. can also upload their Board Resolution / Power of
evoting.nsdl.com. Attorney / Authority Letter etc. by clicking on “Upload
b) Physical User Reset Password?” (If you are Board Resolution / Authority Letter” displayed
holding shares in physical mode) option under “e-Voting” tab in their login.
available on www.evoting.nsdl.com. 2. It is strongly recommended not to share your password
c) If you are still unable to get the password by with any other person and take utmost care to keep
aforesaid two options, you can send a request your password confidential. Login to the e-voting
at evoting@nsdl.co.in mentioning your demat website will be disabled upon five unsuccessful
account number/folio number, your PAN, your attempts to key in the correct password. In such an
name and your registered address etc. event, you will need to go through the “Forgot User
Details/Password?” or “Physical User Reset Password?”
d) Members can also use the OTP (One Time option available on www.evoting.nsdl.com to reset
Password) based login for casting the votes on the password.
the e-Voting system of NSDL.
3. In case of any queries, you may refer the Frequently
7. After entering your password, tick on Agree Asked Questions (FAQs) for Members and e-voting user
to “Terms and Conditions” by selecting on the manual for Members available at the download section
check box. of www.evoting.nsdl.com or call on.: 022 - 4886 7000
8. Now, you will have to click on “Login” button. and 022 - 2499 7000 or send a request to Ms. Pallavi
Mhatre, Senior Manager at evoting@nsdl.co.in. National
9. After you click on the “Login” button, Home page Securities Depository Limited, Trade World, ‘A’ Wing,
of e-Voting will open.
4th Floor, Kamala Mills Compound, Senapati Bapat INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON
Marg, Lower Parel, Mumbai – 400013, at the designated THE DAY OF THE AGM ARE AS UNDER:-
e-mail ID: evoting@nsdl.co.in who will also address the 1. The procedure for e-Voting on the day of the AGM is
grievances connected with the voting by electronic same as the instructions mentioned above for remote
means. Members who need assistance before or e-voting.
during the AGM, can also contact on the above numbers/
email-id. 2. Only those Members/ shareholders, who will be present
in the AGM through VC/OAVM facility and have not
Process for those Members whose email IDs are not casted their vote on the Resolutions through remote
registered with the depositories for procuring user id and e-Voting and are otherwise not barred from doing so,
password and registration of e mail IDs for e-voting for shall be eligible to vote through e-Voting system in
the resolutions set out in this notice: the AGM.
1. In case shares are held in physical mode please provide 3. Members who have voted through Remote e-Voting will
Folio No., Name of Members, scanned copy of the share be eligible to attend the AGM. However, they will not be
certificate (front and back), PAN (self attested scanned eligible to vote at the AGM.
copy of PAN card), AADHAR (self attested scanned
4. The details of the person who may be contacted for any
copy of Aadhar Card) by email to Investor_grievances@
grievances connected with the facility for e-Voting on
mastek.com
the day of the AGM shall be the same person mentioned
2. In case shares are held in demat mode, please provide for Remote e-voting.
DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary
ID), Name, client master or copy of Consolidated INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE
Account statement, PAN (self attested scanned copy AGM THROUGH VC/OAVM ARE AS UNDER:
of PAN card), AADHAR (self attested scanned copy of 1. Member will be provided with a facility to attend the
Aadhar Card) to Investor_grievances@mastek.com. If you AGM through VC/OAVM through the NSDL e-Voting
are an Individual Members holding securities in demat system. Members may access by following the steps
mode, you are requested to refer to the login method mentioned above for Access to NSDL e-Voting system.
explained at step 1 (A) i.e. Login method for e-Voting After successful login, you can see link of “VC/OAVM”
and joining virtual meeting for Individual Members placed under “Join meeting” menu against company
holding securities in demat mode. name. You are requested to click on VC/OAVM link
3. Alternatively shareholder/members may send a request placed under Join Meeting menu. The link for VC/OAVM
to evoting@nsdl.co.in for procuring user id and password will be available in Shareholder/Member login where the
for e-voting by providing above mentioned documents. EVEN of Company will be displayed. Please note that
the members who do not have the User ID and Password
4. In terms of SEBI circular dated December 9, 2020 for e-Voting or have forgotten the User ID and Password
on e-Voting facility provided by Listed Companies, may retrieve the same by following the remote e-Voting
Individual Members holding securities in demat instructions mentioned in the notice to avoid last
mode are allowed to vote through their demat minute rush.
account maintained with Depositories and Depository
Participants. Members are required to update their 2. Members are encouraged to join the Meeting through
mobile number and email ID correctly in their demat Laptops for better experience.
account in order to access e-Voting facility.
Mastek Limited
3. Further Members will be required to allow Camera and The Company reserves the right to restrict the number
use Internet with a good speed to avoid any disturbance of questions and number of speakers, as appropriate for
during the meeting. smooth conduct of the AGM. For ease of conduct and
due to limitation of transmission and coordination during
4. Please note that Participants Connecting from Mobile
the Q&A session, the Company may dispense with the
Devices or Tablets or through Laptop connecting via
speaker registration during the AGM.
Mobile Hotspot may experience Audio/Video loss due to
Fluctuation in their respective network. It is therefore
recommended to use Stable Wi-Fi or LAN Connection to
By Order of the Board of Directors
mitigate any kind of aforesaid glitches.
For Mastek Limited
5. Members who would like to express their views/
have questions may send their questions in advance Dinesh Kalani
mentioning their name demat account number/ Vice President - Group Company Secretary
folio number, email id, mobile number at Investor_ (Membership Number: FCS 3343)
grievances@mastek.com. The same will be replied by
the company suitably.
Date: July 19, 2023
6. Speaker Registration: Members who would like to
Place: Mumbai
express their views or ask questions may register
themselves as a speaker by sending the request along Registered Office:
with their queries in advance mentioning their name, 804/805, President House,
demat account number / folio number, e-mail ID and Opp. C. N. Vidyalaya,
mobile number at Investor_grievances@mastek.com. Near Ambawadi Circle, Ambawadi,
Only those speaker registration requests received till Ahmedabad – 380 006, Gujarat.
5.00 p.m. (IST) by Monday, September 18, 2023 will
be allowed to express their views / ask questions during
the AGM.
“Annexure A”
Additional information of Director seeking Appointment / Re-appointment
(Pursuant to Regulation 36(3) and 26(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended and Secretarial Standards – 2 on General Meetings issued by the Institute of Company
Secretaries of India).
Name of the Director Mr. Ashank Desai Mr. Umang Nahata

Director Identification Number 00017767 00323145
Category Non-Executive and Non-Independent Director New Shareholders’ Nominee Director
(Non - Executive, Non – Independent)
Date of Birth 16/05/1951 29/04/1979
Date of Appointment 06/06/1982 19/07/2023
Nationality Indian Indian
Qualification B.E. from Mumbai University, M. Tech Degree from the Indian Chartered Accountant by qualification
Institute of Technology, Mumbai and Post Graduate Diploma in
Business Management (PGDBM) from IIM Ahmedabad
Brief resume of the Director Mr. Ashank Desai is an IT Entrepreneur and holds a B.E. Mr. Umang Nahata was the founder and
from Mumbai University, securing the second rank in the CEO of Evosys (Evolutionary System
University. Having a M. Tech Degree from the Indian Institute Private Limited) which under his
of Technology (IIT), Bombay, he also holds an MBA degree from leadership had grown to become one of
IIM Ahmedabad. the top Oracle Cloud partners globally.
Mr. Desai is Founder and Chairman of Mastek and has more He was also the CEO of Mastek’s Oracle
than four decades of rich and diverse experience in the Business and President of Mastek
Global IT industry. Mr. Desai, having held the position of Vice North America, APAC, and ME. He is a
Chairman and Managing Director earlier, is currently serving Chartered Accountant by qualification.
as the Chairman of Mastek. He brings with him valuable Mr. Nahata has also worked for other
experience in managing the issues faced by large and complex well-known IT Service Companies in the
organizations. The Company and the Board immensely benefits past.
by leveraging his demonstrated leadership capability, general
business acumen and knowledge of complex financial and
operational issues faced by the Company. He also brings rich
experience in various Global areas of business, management,
Marketing, Finance, Technology, M&A, operations, societal and
governance matters.
Mr. Desai is widely recognized as an IT industry veteran and is
one of the founder members and an ex-Chairman of NASSCOM.
Please refer to Board of Directors’ profile page.
Nature of Expertise in specific Mr. Desai has significant experience due to his status as a Global Business perspective /
functional areas prominent figure in both India and global IT arena. He has operations, General Management,
expertise in all key global business and governance functions Financial Management, Technology,
relevant to the Company’s operations including financial, risk Strategy & Planning, Governance
management, Technology, strategy & planning and mergers & Functions and Risk Management
acquisitions, etc.
Skills and Competencies Please refer to the Corporate Governance Report for the Please refer to the Explanatory
required for the role details on the Skills and Competencies of the Director forming Statements - Item No. 5 of the Notice.
The manner in which the part of the Annual Report.
proposed person meets such
requirements
Shareholding in the Company, 33,84,167 (11.06%) 16,55,840 (5.42%)
including shareholding as a
Beneficial Owner
Directorships held in Listed NRB Bearings Limited – Independent Director Nil
Companies Mastek Limited
• Audit Committee – Member
• Corporate Social Responsibility Committee - Member
• Risk Management & Governance Committee - Chairman
• Stakeholders’ Relationship Committee - Chairman
NRB Bearings Limited
• Stakeholders’ Relationship Committee - Chairman
• Corporate Social Responsibility Committee – Member
Listed companies in which the Aurum PropTech Limited (formerly Majesco Limited) Nil
person has resigned in past
three years
Mastek Limited
Name of the Director Mr. Ashank Desai Mr. Umang Nahata

Number of Meetings of the 10 out of 10 N.A.
Board attended during the
Financial Year (2022-23)
Relationships between Directors No such relationship exists between the Directors’ inter-se No such relationship exists between the
inter-se Directors’ inter-se
Key terms and conditions of the Retirement by Rotation Please refer to the Explanatory
appointment/Re-appointment Statements - Item No. 5 of the Notice.
Remuneration last Drawn Refer to the Directors’ Report and Corporate Governance N.A.
Report forming part of the Annual Report
Remuneration sought to be paid Being Non-Executive and Non-Independent Directors, they shall be paid sitting fees for attending
Board and / or Committee Meetings and Commission on profit, which may be approved by the Board of
Directors and / or the Nomination and Remuneration Committee of the Board for Directors.
Notes:
1. The Directorship, Committee Memberships and Chairmanships do not include positions in Foreign Companies, Private Companies, position as an
advisory board member and position in Trust and companies under Section 8 of the Companies Act, 2013.
2. The proposals for Appointment / Re-appointment of Directors have been approved by the Board pursuant to the recommendation of the
Nomination and Remuneration Committee considering their skills, expertise, knowledge, competencies of Directors and positive outcome of
performance evaluation, please also refer Corporate Governance Report forming part of the Annual Report.
3. Information pertaining to remuneration paid to the Director being re-appointed, date of appointment to the Board and the number of Board
Meetings attended by him during the year has been provided in the Corporate Governance Report forming part of the Annual Report.
Frequently Asked Questions

Organisation Related by a set of defined ethical values. These values, called
PACTS (Passionate, Accountable, Collaborative,
1. When Mastek Limited (“the Company”) was Transparent and Sustainable), are imbued across the
incorporated and when did it have its Initial Public organisation, and ensure that no member of the team
Offer? indulges in outrageous or discriminatory behaviour
The Company was incorporated in the name and style towards anyone within the organisation. This value
of “Management and Software Technology Private system, which all Mastekeers are required to uphold
Limited” a Private Limited Company under the Indian at all times, is rooted in respect for its heritage. More
Companies Act, 1956 on May 14, 1982. The name of the importantly, however, it serves as the framework for
Company was changed to “Mastek Limited” in 1992. The the behaviour of current and future generations of
first public offering of equity shares was made in 1992 Mastekeers, enabling quicker and better integration of
followed by another public issue in 1996. new Mastekeers into its family.
Passionate – Mastek is fired-up about finding novel ways

2. Who are the Founder Members of the Company?
to exceed customers’ expectations.
The Founder Members of the Company are Mr. Ashank
Desai, Mr. Ketan Mehta, Mr. Radhakrishnan Sundar and Accountable – Mastek 4.0 (people transformation
Mr. Sudhakar Ram (Late). programme) empowers to excel and accept
individual ownership.
3. What is the Company’s area of operations? Collaborative – Mutual respect and teamwork
Mastek (NSE: MASTEK; BSE: 523704), is a turnkey and enrich business outcomes with unique perspectives
trusted digital engineering and Cloud transformation and experiences.
partner that delivers Innovative solutions and business
Transparent – Open and honest behaviour is
outcomes for clients in Healthcare & Life Sciences,
core to earn trust and deliver exceptional results
Retail, Manufacturing, Financial Services, Government/
for stakeholders.
Public Sector, etc. It enables customer success and
de-complexes digital for enterprises by enabling them Sustainable – Mastek increases social dividend, investing
to unlock the power of data, modernise applications to as much in communities as in business improvements.
the Cloud, and accelerate digital advantage. A preferred
Oracle partner with a strong pool of 2000+ Oracle 6. What do you mean by Trust, Value and Velocity?
experts and 100+ industry-specific solutions, Mastek With razor-sharp focus on deep digital & cloud
delivers the right-fit solutions to more than 1500 clients capabilities, Mastek teams have been solving complex
globally, leveraging its Glide framework for a seamless customer business challenges with outcome-based
transition to the Cloud. Mastek’s ~6000 strong workforce innovative solutions. Mastek 4.0 de-layers the traditional
operates out of 40+ countries (in the UK, Americas, organisational structure with lean and agile techniques
Europe, Middle East, and APAC) to deliver business value to help customers in their quest to ‘Decomplex Digital’
with velocity. MST Solutions, a Mastek company, is a with Trust, Value & Velocity.
Summit-level Salesforce consulting partner trusted by
several Fortune 1000 enterprise clients. Mastek while a nimble organisation, is focused on
building an ecosystem of value creation through
Mastek is well poised to be among the top providers of strategic partnerships. There is no doubt that hybrid
agile digital transformation solutions and a significant working, ESG, and sustainable business models will
player within the digital transformation space in retail be the norm and Mastek is committed to deliver and
and financial services. measure the social value benefits so as to close the
gap between intention and outcome, to make a real
4. What is the Mission and Purpose of Mastek? difference in the digital world.
The Mission of Mastek is decomplexing digital and
Clients trust us to deliver business value and employees
delivering sustainable outcomes for all our stakeholders
trust us to deliver career value. Mastek is uniquely
with trust, value, and velocity.
positioned to be the business solutions partner of choice
The Higher Purpose of Mastek is to help our clients save for our clients to decomplex digital with trust, value
lives, protect citizens, and transform business models and velocity.
with long term partnerships.
Trust – Our customers trust us to solve their complex
problems and do what’s best for them while our
5. What are the Core Values of the Company?
employees trust us to find the fastest path to
The people, referred to as Mastekeers are the core of their success.
Mastek’s inspirational growth agenda and are conducted
Mastek Limited
Value – We focus on what matters most to our clients, • Providing innovative solutions to our customers to
our methodology demonstrates transparency of business help drive their Digital roadmap. Delivering digital
impact while our active sponsorship and conscious solutions & services for accelerated value delivery,
advocacy for social development programmes help build taking actions to exceed their business outcomes.
societal value. • Engineering Outcomes using latest delivery
Velocity – With early adoption of disruptive technologies methodology, Engineering practices, Quality
and partner platforms, we deliver rapid ROI to our & Digital Assurance to deliver superior Digital
customers while we provide diverse opportunities and Experiences to our Customers.
faster career growth across all levels to our employees. • Sustaining Quality Excellence through the
management of risks and continual improvement
7. What are the Strategic Priorities and Growth Drivers ensuring resilience & agility.
of the Company? • Cultivating a company environment where all
The Strategic Priorities and Growth Drivers of the employees accept personal responsibility for
Company are as follows: Quality regardless of their role.
• ith the recent acquisitions, coupled with Mastek

W
11. What are the Quality Objectives of the Company?
organic capabilities, significant potential to grow
and scale our Americas operations. The Quality objectives are-
• Customer Experience – Satisfaction, Advocacy,
• Account mining led by our strengths in Oracle, Data Loyalty and Value for Money
Cloud Modernization, Salesforce and Digital Apps • Velocity, Throughput and On Time Delivery
• Continued Growth in UK Public Sector • Quality of Delivery
• Business Value Delivery
• eep focus on Service Line capability
D
and innovation 12. Who is on Mastek’s Board of Directors?
• ME and Asia continues to be an exciting market A list of Board of Directors and Committees of the Board
of Directors of the Company is given elsewhere in this
• Differentiated talent and delivery model
report and can be found at https://www.mastek.com/
wp-content/uploads/2022/04/List-of-Board-Committees-
8. What is Mastek 4.0?
Members_new.pdf
Mastek 4.0 represents the Spirit of Mastek – Once a
Mastekeer, Always a Mastekeer: 13. Who are your Auditors?
• Being your Best Version Statutory Auditors: Walker Chandiok & Co. LLP -
• Autonomy with Accountability Chartered Accountants
• Agility & Velocity Secretarial Auditors: P. Mehta & Associates – Practising

Company Secretary
• No Command & Control
• Empowered Mastekeers Members Related
9. What is the Leadership Behavior at Mastek? 14. Which are the Stock Exchanges where the
Company’s equity shares are listed?
The Leadership Behavior at Mastek is represented
by ExACCT: The Company’s equity shares are listed in India on BSE
Limited since March 30, 1993 and the National Stock
- Excellence in Execution Exchange of India Limited since May 10, 1995. (BSE Scrip
- Authentic and Humane Code: 523704; NSE Symbol: MASTEK).
- Customer Success
15. What is face value of the Company’s equity shares
- Change Enabler
and What is the Authorised Share Capital of the
- Transformative Innovation Company?
The face value of the Company’s equity share is ` 5
10. What is the Quality Policy of the Company?
per share. The Authorised Share Capital is divided into
Mastek is committed to decomplex digital for our 40,000,000 equity shares of ` 5 each and 2,000,000
customers, build and deliver Quality Digital Solutions, Preference Shares of ` 100 each.
Services & Processes with Trust, Business Value &
Velocity Through 16. Has the Company issued any bonus shares in past?
• Meeting and exceeding customer expectations Has there been any stock split?
for quality by understanding customers, aligning The Company had issued bonus shares in the ratio of 1:1
execution to expectations and responding promptly in January 2000 and also in April 2006. The Company’s
to missed expectations. shares were sub-divided from ` 10 to ` 5 since
November 2000.
17. Where one can obtain details of the Company’s 22. Does the Company have a dividend reinvestment
Shareholding? programme or dividend stock purchase plan?
The Quarterly Shareholding Pattern can be obtained The Company does not offer a dividend reinvestment
from the website of the Company. These are also programme or dividend stock programme at present.
available on the websites of BSE Limited (www.bseindia.
com) and the National Stock Exchange of India Limited 23. Who are Company’s Registrar and Share Transfer
(www.nseindia. com), where the shares of the Company Agents (RTA)? and How to contact them ?
are listed.
Name KFin Technologies Limited
Address Selenium Building, Tower-B, Plot No 31
18. How do I buy Company’s shares?
& 32, Financial District, Nanakramguda,
The Company’s shares can be purchased in the open Serilingampally, Hyderabad, Rangareddy,
market in India either through a stockbroker or through Telangana India - 500 032.
any Financial Institution that provides brokerage Email ID einward.ris@kfinetch.com
services at the BSE or NSE. The Company does not offer Toll Free 1800 309 4001
a direct share purchase plan to outsiders. WhatsApp Number (91) 910 009 4099
KPRISM https://kprism.kfintech.com
19. Does the Company have a quiet period? When is
that? KFin Corporate https://www.kfintech.com
Website Link
Yes. The Company follows quiet periods i.e. Trading
Corporate Registry https://ris.kfintech.com
Window Closure, which is made every quarter prior to (RIS) Website Link
its release of Quarterly Results. During the quiet period,
Investor Support https://ris.kfintech.com/clientservices/
the Company or any of its designated officials will not Centre Link isc
discuss earning expectations with any external parties.
As per Company’s Code of Conduct for Prevention of
24. Whom does one contact in case of non-receipt of
Insider Trading, the Trading Window Closure of the
dividend, loss of share certificates, etc.?
Company for every quarter starts from last day of any
fiscal quarter and will continue till 48 hours after the You may contact Company’s RTA, as mentioned
disclosure of such financial results / information to the above, who will advise you accordingly. You may also
concerned Stock Exchanges. communicate with the Company in the event of any
unresolved issues via E-mail at investor_grievances@
Dividend, IEPF Authority, Registrar and Share Transfer mastek.com with all supporting documents.
Agent (RTA) Related
25. How can the shares be dematerialised and who are
20. Does Mastek pay dividends? What is the dividend the Depository Participants (DP)?
policy of Mastek? The Company’s shares are traded only in electronic
Mastek pays dividends to its Members. The policy form since June 2000. Shares can be dematerialised
for dividend can be accessed here: https://www. by opening the demat account with any of the
mastek.com/wp-content/uploads/2022/07/Dividend- Depository Participant (DP). DPs are some of the banks,
Distribution- Policy.pdf brokers and institutions who have been registered
with National Securities Depository Limited (NSDL) or
21. What is the past 10 (ten) years’ dividend track Central Depository Services (India) Limited (CDSL). A
record of the Company? comprehensive list of DPs is available at https://nsdl.
The past 10 (ten) years’ dividend track record of the co.in/ and https://www.cdslindia.com/.
Company is given below:
26. Is Automated Clearing House (ACH) mode facility
Shares
Fiscal
Outstanding
Dividend Paid (` per share) Total Dividend available for payment of dividend?
Year (including Interim Dividend) Paid (` in lakhs)
(in lakhs) The Company extends ACH mode facility to all its
2013 246.38 3.00 739.15
Members since longtime. The dividend amount of
2014 221.61 4.50 1,040.59
Members availing ACH mode facility is directly credited
2015 225.47 2.50 563.94
2016 229.97 2.50 574.41
to their Bank accounts. Members holding shares in
2017 233.78 3.50 817.41 physical form may submit ECS mandate form with copy
2018 236.92 6.00 1,422.00 of cancelled cheque to RTA for availing ACH mode
2019 239.73 8.50 2,035.00 facility. Those holding shares in demat form are advised
2020 242.89 8.00 1,945.59 to please update their Demat Account details with
2021 252.33 14.50 1,361.72 proper and correct Bank account details with their
2022 300.18 19.00 8,361.62 Depository Participant.
2023* 305.25 7.00 3,608.977
* Final Dividend of ` 12.00 per share for the Financial Year 2022-23
is subject to Members approval in the ensuing AGM and hence not
included above.
Mastek Limited
27. If dividend warrant is lost / was never received / 28. Where can I find details of the dividends unclaimed
has expired, how do I get a fresh demand draft re- for 7 (seven) consecutive years, the shares in
issued? respect of which are liable to be transferred to the
Please give your request in writing to the Company’s Investor Education and Protection Fund Authority
RTA with details of your folio number/s and cancelled (IEPF Authority)?
demand drafts along with your E-mail id and PAN Pursuant to the provisions of Sections 124 and 125 of
number also to be registered (in case of physical the Companies Act, 2013 and the Investor Education and
holdings) or the DP ID and account number in the case Protection Fund Authority (Accounting, Audit, Transfer
of dematerialised holdings. After verification, they will and Refund) Rules, 2016, (“the Rules”) notified by the
register the said details and will arrange to initiate Ministry of Corporate Affairs effective September 7, 2016
NEFT directly to your designated Bank Account number and amendments made thereunder all the concerned
through Dividend Banker. shares in respect of which dividend had not been
claimed or remained uncashed for 7 (seven) consecutive
To avoid this problem in the future, you can use the
years or more is required to be transferred by the
ECS / ACH facility in which the dividend amount is
Company to IEPF Authority in specified Demat Account.
automatically credited to the Bank Account of your
choice. To avail of this facility, give your request to RTA The web link to find out the detailed list of Equity Shares
in writing in the prescribed form. / Dividends transferred to IEPF Authority is available on
the website of the Company at https://www.mastek.
Also, you should consider dematerialising your holdings
com/investor-information as mandated by Ministry of
through a Depository Participant. This would not only
Corporate Affairs (‘MCA’).
eliminate the issues of storage and risk of loss of paper
certificates but also ensure automatic crediting of The Company has already transferred following equity
dividends to your Bank Account in time. shares to IEPF Authority Demat Account to comply with
the said Rules. Some shareholders have claimed back
their shares from IEPF Authority.
Transfer Month No. of Equity Shares Shares Claimed

Transfer of Shares
transferred to IEPF Financial Year No. of Shares
Related Financial Year
Authority
2009-10 November, 2017 48,285 - -
2009-10 January, 2018 7,033 - -
- - - 2019-20 100
2012-13 September, 2020 16,922
2020-21 800
2013-14 December, 2020 1,335
2013-14 September, 2021 2,719
2021-22 1,238
2014-15 February, 2022 947
2014-15 September, 2022 156
2022-23 5,680
2015-16 March, 2023 943
Total 78,340 7,818
Balance with IEPF 70,522
In case the Members have any queries on the subject Transfer of shares in the electronic mode is effected
matter and the Rules, they may contact the Company’s through your Depository Participant only. Please write
RTA. The Members / Claimants whose shares, unclaimed to your Depository Participant (DP) intimating them of
dividend, etc. have been transferred to IEPF Authority the change and ask for a confirmation that their records
can claim the concerned shares and unclaimed dividend reflect the new address.
by making an application to IEPF Authority in IEPF Form-
5 (available on www.iepf.gov.in). The Member / claimant 30. What are the steps that I should take to obtain
can file only one consolidated claim in a Financial Year duplicate share certificates, when I have lost /
as per the IEPF Rules. misplaced my share certificates?
You can inform the RTA immediately with KYC details
29. How does one transfer his / her shares or change the about the loss of share certificates. Please quote
address with the RTA? your folio number and, if available, details of share
SEBI has mandated that, effective April 1, 2019, no certificates. We shall immediately mark a caution on
share can be transferred in physical mode. Hence, your folio to prevent any further transfer of shares
the Company / RTA has stopped accepting any fresh covered by the lost share certificates.
lodgement of transfer of shares in physical form. For the
Upon receipt of intimation about loss of certificates, we
transmission of shares in physical form and noting your
will revert with the required formalities to be complied
change of address, PAN and E-mail ID, you need to write
with for obtaining duplicate certificates. On submission
to Company’s RTA.
of all the required Documents and completion of the
process successfully, RTA will arrange to issue the one of the joint holders, the surviving joint holder/s of
“Letter of Confirmation” only, which can be deposited the shares is/are the only person/persons who shall be
in your demat account for credit of duplicate shares in recognised by the Company as the holders of the shares.
dematarialised mode.
34. Is there any restriction that nomination once made
Nomination in respect of Shareholding cannot be changed?
A nomination once made can be revoked by submitting
31. How can a member holding single name and
a fresh nomination. If the nomination is made by joint
physical form make a nomination in respect of his
holders, and one of the joint-holders dies, the surviving
shareholding in the Company?
joint holder/s can make a fresh nomination by revoking
Members holding shares in single name and physical the existing nomination.
form are advised to make nomination in respect of their
shareholding in the Company. The Nomination Form SH 35. In case of death of the shareholder, what is the legal
13 prescribed by the Government can be obtained from position of the nominee?
the RTA and / or the website of the Company.
In case of shares held by sole holder, upon the death
of the shareholder, the nominee, to the exclusion of
32. What is the procedure of nomination with regard to
any other legal heir / beneficiary, is the only person in
my shareholding?
whom the shares vest. In other words, in case of a valid
In order to make a nomination, please submit a duly nomination, the Company will not entertain any claim
filled in and signed nomination form (Form SH 13) in from legal heirs or beneficiaries and the shares will be
duplicate. If you hold shares along with other holders, transmitted only in favour of the Nominee.
then all holders are required to sign the nomination
form. Nomination Form is to be submitted in duplicate. In case the nomination is made by joint-holders, it will
come into play only upon the death of all the joint
Nomination in respect of shares held in physical form holders. Therefore, if one of the joint shareholders dies,
can be sent to the Company. After the Company receives the shares will devolve on the surviving shareholders to
the form and finds it in order, a registration number will the exclusion of the nominee. In this case, the surviving
be allotted to the nomination. A duplicate copy of the shareholders may make a fresh nomination if they
nomination form submitted by you will then be returned so desire.
to you with an endorsement indicating the registration
number and date. 36. I have shares in demat form. Can I send the
In case of dematerialised shares, your nomination has to nomination form to the Company for making a
be recorded with your Depository Participant. nomination with respect to my shareholding?
For making a nomination with respect to shares in
33. At present my shares are held in joint names. Can dematerialised form, you will have to approach your
the joint holders’ nominees to the shares? Depository Participant.
Joint holders are not nominees. They are joint holders
of the relevant shares only. In the event of death of any
Financial Related
37. What are the Financial Highlights of the Company’s Performance this year?
(` in lakhs)
Consolidated Standalone
Year Ended March Year Ended March Year Ended March Year Ended March
31, 2023 31, 2022 31, 2023 31, 2022
Revenue from Operations 256,339 218,384 31,339 25,670

Profit after Tax 31,027 33,342 13,214 7,711
38. How does one get the Annual Report and Quarterly Results of the Company?
The Annual Report as well as Quarterly Results along with Analysis, Press Release and Analyst Presentation are available
on the website of the Company at https://www.mastek.com/investor-financial-information/.
These are also available on the websites of BSE Limited (www.bseindia.com) and the National Stock Exchange of India
Limited (www.nseindia.com), where the shares of the Company are listed.
39. Does the Company organise any Investors Day / Analysts meetings?
Conference calls with the Investors / Analysts are held immediately after the announcement of Quarterly Results and
the transcript of the said calls are shared with the Stock Exchanges and also displayed on the website of the Company at
https://www. mastek.com/ financial-information.
Mastek Limited
Apart from the quarterly meeting, Investors / Analysts Members are requested to follow the procedures as
meetings are also held with senior officials of the mentioned in the Notice of 41st Annual General Meeting
Company and the Intimation of the said meets are for registering themselves for receiving the further
shared with the Stock Exchanges and also disclosed communications electronically.
under Investor Information section on the website of
the Company at https://www.mastek.com/investor- 42. Where is Mastek located and what is the address of
information/. the Registered Office?
Please refer pages at the end of the Annual Report for
General Details the Office Locations of Mastek Group Entities (including
subsidiaries).
40. How can a Member access information about the
Company?
43. What are the names of the Subsidiaries of the
Information about the Company is available on its Company and Where are they located?
website. Further, all information that is material
The statement attached in Form AOC-1 Annexure to
in nature is notified to the stock exchanges and
the Directors Report provides all the relevant details of
appropriate advertisements are also issued in the
Subsidiaries. The addresses of all the Company’s offices
newspapers from time to time.
are also provided at the end of the Annual Report.
Members and Investors are also advised to go through
the section on “Management Discussion and Analysis” 44. What is the Employee strength of the Group?
and “Investor information” provided in the Report on As on March 31, 2023, the Group had 5,622 employees
Corporate Governance, as these and other parts of this (including temporary / contractual).
Annual Report provide substantial information about the
Company, that you may find relevant and useful. 45. What are Mastek’s current credit ratings?
Mastek’s current credit ratings are as below:
41. How does one inform the Company to send the
correspondence in electronic form to save the time Instrument Rating Received
and have speedy communication? Long - term Fund-based - Cash [ICRA]AA-(Stable) reaffirmed
Credit / assigned
In compliance with the MCA Circulars and SEBI Circular,
Long - term Non-fund based [ICRA]AA-(Stable) assigned
the copies of the financial statements including Board’s Facility – SBLC
Report, Auditor’s report or other documents required to Short - term Non-fund based [ICRA]A1+ reaffirmed
be attached therewith (together referred to as Annual -Working Capital
Report), Annual Report for Financial Year 2022-23 and Long - term / Short – term - [ICRA]AA-(Stable) / [ICRA]A1+
Notice of Annual General Meeting is being sent through fund based / Non-fund based reaffirmed
electronic mode only.
********************
41st Annual General Meeting

Day and Date: Thursday, September 21, 2023
Time: 5.00 P.M. IST
Mode: Through Video Conferencing/ Other Audio Visual

Means Facility
Remote e-voting period:

Sunday, September 17, 2023 at 09:00 A.M. IST to
Wednesday, September 20, 2023 at 05:00 P.M. IST
Book closure period (for Dividend & AGM):

Wednesday, September 20, 2023 to
Thursday, September 21, 2023
Mastek Limited
Corporate Information
Board of Directors Nomination and Remuneration Committee
Ashank Desai Suresh Vaswani
Chairman (Non - Executive) (w.e.f. April 1, 2023) Chairman
Vice - Chairman & Managing Director (Appointed member w.e.f. January 17, 2023)
(Upto March 21, 2023) Ketan Mehta
Chairman & Managing Director (Upto March 31, 2023)
Rajeev Kumar Grover
Ketan Mehta
Atul Kanagat
Non - Executive and Non - Independent Director
(Resigned w.e.f January 17, 2023)
Rajeev Kumar Grover
S. Sandilya
Non - Executive and Independent Director
(Resigned w.e.f March 03, 2023)
Suresh Vaswani
Non - Executive and Independent Director Stakeholders’ Relationship Committee
(Appointed w.e.f. December 11, 2022) Ashank Desai
Umang Nahata (Chairman W.e.f April 1, 2023)
Non-Executive and Non-Independent Director Ketan Mehta
New Shareholders’ Nominee Director (Appointed with effect from March 5, 2023)
(Appointed w.e.f. July 19, 2023) Suresh Vaswani
Atul Kanagat (Appointed with effect from January 17, 2023)
Non - Executive and Independent Director Atul Kanagat
(Resigned w.e.f. January 17, 2023) (Resigned w.e.f January 17, 2023)
S. Sandilya S. Sandilya
Non-Executive and Independent Director (Resigned w.e.f March 03, 2023)
(Resigned w.e.f. March 3, 2023)
Priti Rao Corporate Social Responsibility Committee
Non - Executive and Independent Director Ashank Desai
(Resigned w.e.f May 1, 2023) Rajeev Kumar Grover
Priti Rao
Audit Committee (Resigned w.e.f May 1, 2023)
Rajeev Kumar Grover
Risk Management & Governance Committee
(Chairman w.e.f March 5, 2023)
Ashank Desai
Ashank Desai
Chairman
Ketan Mehta
Rajeev Kumar Grover
Suresh Vaswani
Priti Rao
(Appointed w.e.f. January 17, 2023)
(Resigned w.e.f May 1, 2023)
Atul Kanagat
(Resigned w.e.f. January 17, 2023) Key Managerial Personnel
S. Sandilya Hiral Chandrana
(Resigned w.e.f March 03, 2023) Chief Executive Officer
Priti Rao (Appointed w.e.f. May 31, 2023)
(Resigned w.e.f May 1, 2023) Arun Agarwal
Global Chief Financial Officer
Dinesh Kalani
Statutory Auditors Registrar and Share Transfer Agents

Walker Chandiok & Co. LLP, Chartered Accountants Name KFin Technologies Limited
(Firm Registration No. 001076N/N500013)
Address Selenium Building, Tower-B, Plot
Bankers No 31 & 32, Financial District,
Nanakramguda, Serilingampally,
CITI Bank N.A.
Hyderabad, Rangareddy, Telangana
ICICI Bank Limited India - 500 032.
Standard Chartered Bank
Email ID einward.ris@kfinetch.com
HDFC Bank Limited
Toll Free 1800 309 4001
Registered Office
804/805, President House, Opp. C N Vidyalaya, Near WhatsApp Number (91) 910 009 4099
Ambawadi Circle, Ahmedabad - 380 006, Gujarat, KPRISM https://kprism.kfintech.com
Phone: +91-79-2656-4337
KFin Corporate Website Linkhttps://www.kfintech.com
E-mail: investor_grievances@mastek.com
Website: www.mastek.com Corporate Registry (RIS) https://ris.kfintech.com
Website Link
Corporate Office
Investor Support Centre https://ris.kfintech.com/
#106, SDF IV, Link clientservices/isc
Seepz, Andheri (East),
Mumbai - 400 096, India
Tel: +91-22-6722-4200
Corporate Identification Number (CIN)

L74140GJ1982PLC005215
********************
Mastek Limited
Office Locations of Mastek Group Entities (including

subsidiaries)
International Office Locations
UK USA / Canada
1. Mastek (UK) Limited 1. Mastek Inc.

a. Part Ground Floor, North Wing A, 100 Brook Drive, a. 15601 Dallas Parkway, Suite 250, Addison,
Green Park, Reading, RG2 6UJ Texas 75001.
b. First Floor & Rear Suits, Northspring, 36 Park Row, b. 3333 Warrenville Rd., Suite 550, Lisle, Illinois 69532.
Leeds, LS1 5JL
2. Trans American Information Systems Inc.
2. Mastek Systems Company Limited 15601 Dallas Parkway, Suite 250, Addison, Texas 75001.
Harrow Business Centre, 429-433 Pinner Road, North
Harrow, Middlesex HA1 4HN 3. Evolutionary Systems Corp & Newbury Cloud Inc.
00 Trade Center, Suite 5900, Office no 5759,
4
Middle East Woburn, MA 01801, Massachusetts.
1. Mastek Arabia Systems Egypt LLC 4. Metasofttech Solutions LLC
112, Building 11, Dubai Internet City, PO Box: Suite 100 & 160, Portico Place II, 2195 West Chandler
500830, Dubai Boulevard, Chandler, Arizona 85224.
2. Evolutionary Systems Consultancy LLC 5. BizAnalytica Solutions LLC
PO Box 7891, Air Port Road, Abu Dhabi, UAE a. 1B Commons Drive, Suite 7, Londonderry, New
Hampshire - 03053
3. Evolutionary Systems Egypt LLC b. 1900 West Park Drive, Suite 280, Westborough,
37 Ali Amer Street - Off Makram Ebeed Street - Infront MA 01581
of Child Garden, 6th floor, Flat 603, Nasr City - Cairo – c. WeWork 222 South Reverside Plaza, Chicago,
Egypt - 4450113 Illinois 60606
4. Mastek Systems LLC 6. Mastek Digital Inc.
Suite #1, Addayel plaza, Dabbab Street, Sulaimaniah, PO 1569, 4 Robert Speck Parkway, 15th Floor Mississauga
Box: 220032, Riyadh - 11311, Kingdom of Saudi Arabia. Ontario L4Z 1S1 Canada
5. Mastek Systems Bahrain WLL 7. Evolutionary Systems Canada Limited
Manama, Hoora, Block 319, Road 1910, Building 322, Flat 4 Robert Speck Parkway, 15th floor, Mississauga, Ontario,
no. 69, Building Name: Dar Elizz Tower P.O Box 548. L4Z1S1, Canada
6. Evosys Kuwait WLL Rest of the World

Al-Wataniya Tower, 7th Floor, Al-Qibla, Kuwait. PO Box 1. Mastek Systems Singapore Pte Ltd
No. 28702.
Level 42-01, Suntec Tower Three 8 Temasek Boulevard,
Singapore 038988
7. Evolutionary Systems Qatar W.L.L
1028 Al Shoumoukh Towers, 10th floor, Tower B, C –Ring 2. Evosys Consultancy Services (Malaysia) SDN. BHD.
Road, Al Sadd, Doha, Qatar. PO Box No. 122001. Suite B-01096, Dataran 3 Two, No. 2, Jalan 19/1, Petaling
Jaya - 46500, Selangor, Malaysia
8. Mastek Arabia FZ-LLC - Branch
1407, Grosvenor Business Tower, Plot No. 48-0, Al 3. Mastek Systems Pty Ltd
Thanyah First, Dubai, UAE - PO Box 500830 Level 26, 44 Market Street Sydney, NSW 2000 Australia

Haarlemmerweg 331, Amsterdam 1051LH Netherlands
5. Evolutionary Systems B.V. – Romania Branch

22 Tudor Vladimirescu Blvd., Sector 5, Bucharest - 050
883, Romania.
Office Locations of Mastek Group Entities (including

subsidiaries)
India Office Locations
Mastek Limited Mastek Enterprise Solutions Private Limited Meta Soft Tech Systems Private Limited
Ahmedabad Ahmedabad Ahmedabad

804 / 805, President House, a. 804 / 805, President House, 804 / 805, President House,
Opposite C. N. Vidyalaya, Opposite. C. N. Vidyalaya, Opposite. C. N. Vidyalaya,
Near Ambawadi Circle, Near Ambawadi Circle, Near Ambawadi Circle,
Ahmedabad – 380 006. Ahmedabad – 380 006. Ahmedabad – 380 006.
b. 11th Floor, Kataria Arcade,

Beside Adani Vidya Mandir School,
S.G. Highway, Makarba,
Ahmedabad – 380 054.
c. Acropolis Mall, C Block, 3rd Floor,

Thaltej Cross Road,
S.G. Highway – 380 059.
Mumbai Noida -
a. #106 / 107 / 122 / 122 C, 14th Floor, Tower-5, Candor Tech Space,
SDF IV, Seepz, Andheri (East), Sector 62, Noida Delhi NCR,
Mumbai - 400 096. Delhi 201309.
b. #183, SDF VI, Seepz,

Andheri (East),
Mumbai - 400 096.
c. # IT 5 / 6 / 7 / 8, SDF VII,
Seepz, Andheri (East),
Mumbai - 400 096
Navi Mumbai Gurgaon -
a. A/7, Mastek Millennium Centre Cabin 6-7, Ofis Square, 4th Floor, Tower-1,
Millennium Business Park, Mahape, Vatika Business Park, Sohna Road,
TTC, Off Thane Belapur Road, Sector - 49, Gurgaon - 122018
Navi Mumbai – 400 710.
b. A/303 Sector 1,
Millennium Business Park,
Mahape, Navi Mumbai - 400 710.
- Pune Tiruchirappalli
Office No. 101 A, Gama – 1, 1st to 4th Floor, Door No SG/1, Mr. C Natrajan
Giga Pace IT Park, Viman Nagar, Complex at Mr. C. N. Suchindra Group,
Pune, Maharashtra – 411 014. Ramchandrapuram Thennur,
Tiruchirappalli — 17
Chennai Chennai Chennai
Mahindra World City, Plot No. TP - 5, Featherlite, Ground Floor of Block B, Featherlite, Ground Floor of Block B,
4th Avenue, Nathan Sub (PO), Chengalpattu, Survey No. 203/10B, 200 Feet MMRD Road, Survey No. 203/10B, 200 Feet MMRD Road,
Tamil Nadu - 603 002. Zamin Pallavaram, Chennai - 600 044 Zamin Pallavaram, Chennai - 600 044
Notes
Notice of the 41st Annual General Meeting
Mastek Limited
#106 / 107, SDF IV, Seepz, Andheri (East), Mumbai — 400 096
Tel: +91-22-6722-4200 | www.mastek.com

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Annual Report

The Year in Review 14

A Better Future through

Financial Statements 166

Shareholder Information 309

Key Highlights of FY23

Acquired Meta Soft Tech Solutions, a

Strategic partnership with Netail to bring

Strategic Investment in Volteo Edge, an

Part of the 2022 Dow Jones Sustainability

For over 40 years, we have been committed

By leveraging the expertise of our people

Be at USD 1 billion Top 3 in Growth Benchmark for Best

We Are Accelerating Growth Through

Strategic investments, Business outcomes

Innovative platform-led Digital Talent—Mastek

Growing with Trust,

Mastek gives priority to building an ecosystem of

Help our clients save lives, protect citizens

Decomplex digital and delivering sustainable

Passionate Accountable Collaborative

Trust Value Velocity

Our Service Offerings

Read more Read more

Read more Read more

Manufacturing and Technology

Cloud Enhanced (Managed) Services (CES)

Oracle Salesforce Digital Commerce

^All figures relate to FY23

FY23 Revenue Distribution by Geography

Note: Map not to scale

Our Service Offerings

Digital and Application

We achieve this by building efficient API ecosystems,

Oracle Cloud and Enterprise

With over 1,550 Oracle application customers and 2,500+

• Enterprise Resource Planning (ERP)

Our Service Offerings

Our services draw from various platforms such as Oracle

We achieve this by building efficient API ecosystems,

• Data warehousing, Extract,

DIGITAL COMMERCE AND EXPERIENCE

Key Industry Verticals

A Vertical Approach to Growth

Health and Life Sciences

Government and Education

Furthermore, digital expansion is outstripping growth in the overall market. We are an

Retail & Consumer

Globally, Mastek is a ‘Partner of Choice’ for consumer-packaged goods (CPG) enterprises.

Manufacturing and Technology

FY23 Revenue Distribution by Industry Segments

GOVERNMENT AND EDUCATION 18

Advancing Our Journey Towards

Acquisition of MST Solutions

Key Performance Indicators

Creating Consistent Value

25.2% (5-year CAGR) 33.3% (5-year CAGR)

26,017 4,986 4,941

10,580 11,128 1,967

Net Profit EPS (Basic)