DecompleXify AI.

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Annual Report 2023-24

What's inside
About Mastek FY24 Key Highlights DecompleXify AI.
At a Glance
Operational Highlights
2-5
6-9
Powered by Intelligent Platforms.
Our Presence
Service Offerings
10-11
12-23 $ 368.4 million Artificial Intelligence (AI) has evolved significantly
Key Industry Verticals 24-27 Operating Revenue through advancements in machine learning,
We have come a long way.
Value Creation Model 28-29
increased computing power, and abundant data We have a proven track record of over 40 years,
By Becoming an AI-first Organisation 30-33 availability. These strides have given rise to dedicated to transforming business models and

19.2%
Key Performance Indicators 34-35 intelligent platforms that automate tasks, optimise building enduring partnerships. In FY24, we
Chairman’s Message 36-39 processes, and enable data-driven decision-making enhanced our technology partner ecosystem
By Strengthening Data Cloud and across industries. with Oracle, Salesforce, Snowflake, ServiceNow,
YoY Revenue Growth in INR terms AWS, and Microsoft. With a global team of over
AI Capabilities 40-41 At Mastek, we see Generative AI not merely
5,500 professionals, Mastek integrates technology,
as a technological or business shift, but as a
How We Create Value consulting, cloud services, data analytics, AI,
transformative era that enhances collaboration
engineering, and digital operations

100
Operating Context 42-43 between humans and machines, promising
to drive innovation.
Business Strategy 44-45
transformative impacts similar to those of the
internet and electricity. As businesses globally We are not just adapting to the future of digital
Innovation 46-49 New clients migrate their data operations to the cloud, the platforms—we are shaping it. Our commitment to
By Enhancing our Technology demand for enterprise-specific Generative AI Generative AI and intelligent platforms positions us
Partner Ecosystem 50-53 models is surging. to enhance competitiveness and achieve long-term

K 2,168.4 crores
success, for our customers and communities.
Building a Sustainable Future However, only a few organisations possess the
expertise to effectively deploy these methodologies
Our ESG Commitment 54-55 across diverse business functions. The pressing
20.9% Increase in 12 months
Environment 56-59 challenge for businesses today is not whether to
Order Backlog
People 60-65 leverage AI, but how to harness it achieve their
Community 66-73 strategic objectives.
Governance 74-77
Board of Directors
Management Team
78-80
81
552
Transforming ESG Commitment Active Customers,
into Action for Organisations 82-83 1,300+ Cloud Implementations By Becoming an By Enhancing our
Risk Management 84-87 AI-first Organisation Technology
Partner Ecosystem
Statutory Reports Pg 30
Pg 50
Management Discussion and Analysis 88-103
Directors’ Report 104-138
Corporate Governance Report 139-171
Business Responsibility and Sustainability Report 172-197

Financial Statements
Standalone 198-269
By Strengthening Transforming ESG
Consolidated 270-351
Data Cloud and AI Commitment
Capabilities into Action for
Shareholder Information Organisations
Pg 40
Notice of 42nd Annual General Meeting 352-364 Pg 82
Frequently Asked Questions (FAQ’s) 365-370
Corporate Information 371-372
To read this report online or to download
Office Locations of Mastek Group Entities 373-374
please visit us at https://www.mastek.com
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At a Glance
DecompleXifying Customer Success

As a trusted turnkey Digital Engineering For over 40 years, we have been equipping organisations to

and Cloud Transformation partner, Mastek

securely navigate the digital landscape while building future- What Drives Us
ready, sustainable businesses, leveraging our capabilities
specialises in creating innovative business of digital and cloud services. With a global presence
solutions that meet our clients' most complex spanning 40+ countries and our Value-Based Delivery (VBD)
Purpose
digital transformation needs and deliver with an industry-first approach, we focus on simplifying AI Help our clients save lives, protect citizens
complexities and developing intelligent platforms for our and transform business models with long-
Key Facts
impactful outcomes.
clients with trust, value, and velocity. term partnerships
Mastek believes in building an ecosystem where value
is created through strategic alliances and partnerships.
Mastek's commitment to simplifying digital complexities
through collaboration positions us as the preferred choice
Mission
Decomplexify digital and deliver sustainable
5,539
Dedicated Mastekeers
for business solutions. outcomes for all our stakeholders with trust,
value, and velocity

1,600+
Our Collective Vision
• Achieve $1 billion in revenue in the latter
half of this decade Customer served
• Become top 3 in growth among mid-cap
IT Services
• Become a benchmark for Best Places to
Work and Customer Delight
40+
Countries where
Mastek serves

5.5/7
Average customer
satisfaction rating

28%
Female workforce
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At a Glance

VECTOR Values
Framework Customer Delight
To deliver business
value with velocity
At Mastek, VECTOR is the
cornerstone of our identity. Excellence in
Each value in VECTOR is a Execution
fundamental part of our ‘Lead Investors' Trust
with VECTOR’ approach, the
To deliver assured value
guiding principles that steer our
with velocity
success.

Authentic and
Humane
Velocity
Towards high performance
Innovation
in Solutions
Mastek’s enabling pillars Through GenAI, Non-Linear

Empowerment The Spirit are encapsulated in our Platforms, and iCXPro Intelligent
Assistants solutions
tagline—Trust, Value, &
To enrich experiences of Mastek Our
Customer Velocity—serving as a
“Once a Success guiding light, steering Enabling
Mastekeer our actions and decisions Pillars
Always a to ensure we deliver Employees' Trust
Collaboration
Mastekeer” exceptional results. To offer compelling
To win
career value propositions
that attract and retain
top Mastekeers

Trust
Change
To build long-term relationships
Enabler Leveraging
Strategic
Partnerships
With industry leaders
Ownership such as Oracle, Salesforce,
Of actions and outcomes Transformative Commitment to Microsoft, AWS,
Innovation our Values and Snowflake,
ServiceNow
ESG strategy
To deliver social value
Respect with velocity
For all stakeholders
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Operational Highlights
A Year of Impressive Strides

Our accomplishments go beyond numbers or financial measures. The technologies,

solutions, and social initiatives developed over the years have created a lasting
impact on individuals and societies, extending far beyond the Company.

Moments that Matter

Key Accomplishments
Certified as a Great Place To
Developed GOV.UK One Work® in India, the UK, the US,
Login Platform and the Middle East
The front door to accessing government services online
– a programme of Critical National Infrastructure

Featured in Gartner’s Tool Vendor Identification

Recognised for its Oracle, Salesforce and Microsoft
capabilities, Mastek was featured in Gartner’s Tool
Recognised as one of the
Vendor Identification for Cloud ERP, CRM, and HCM
Top 25 Safest Workplaces FEB 2023 - FEB 2024 FEB 2023 - FEB 2024
implementation service providers
in India at the KelpHR PoSH Celebrated our 22-year partnership milestone of providing top-notch UK INDIA

Awards 2023 IT services to International Personal Finance Plc

Launched iConniX Nearly 74% employees participated
in the GPTW survey, affirming our
Gen AI powered solutions portfolio to enable business
commitment to their well-being and
model transformation and innovation across industries
career growth.
Pg 45

Acquired BizAnalytica
Organised the 10th Edition of the Musical Fundraiser 'Inspired' Introduced Gender
A premier data cloud and modernisation solutions
Reassignment Policy
provider to enhance global Data Services and Generative
AI capabilities

Pg 41

Mastek Joins Forces with Microsoft to Transform

Industries Using Generative AI
Focused on pioneering innovative solutions that harness
the capabilities of Microsoft Azure OpenAI Service and
Azure AI Services through the integration of generative
AI capabilities Honouring the Pride Month, Mastek
introduced a Gender Reassignment
Policy, reaffirming its commitment
Diwali at Mastek's Reading, UK office
Recognised as Top Five for Oracle Cloud to diversity, inclusion, and equality.
A joyous affair, brimming with vibrant celebrations,
Applications Services
heartfelt smiles, and a festive ambience.
Recognised for its delivery of superior value globally The 10th edition of our fundraiser achieved a record I1 crore, with Mastek
for Oracle cloud applications in the Platform Services matching donations up to I50 lakhs, donating the entire amount to NGOs for
Enterprise Pulse 2023 Report education, water, and forest conservation efforts.
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Operational Highlights

Recognitions that Set Us Apart

19th UK Parliamentary Dinner
Mastek successfully hosted its 2023 Chandler 100 State of the Nasscom Digital Skills Awards 2023 TechMarketView's report on UK Central
Business Community Award
inaugural Parliamentary Dinner Government SITS

on February 19th, uniting 17

delegates from Parliament,
Category: Depth of Niche Technology Skilling
Government, and the NHS to
Received a special recognition for nurturing
discuss the challenges and Digital talent
opportunities surrounding digital
transformation within the Won by: The Salesforce Business Unit
ERP Today HR Innovation Awards
healthcare sector.
Listed: In TechMarketView’s report on the UK Central
Following the dinner, Mastek Government Software and IT Services (SITS) market
initiated follow-up discussions Recognised: 'Suppliers on the rise, growing strongly and
with PLMR to further solidify threatening current leader positions' (positioned as a strong
ISG Paragon Awards 2023, North America contender for further success in the defence market)
relationships and explore
potential collaborative
opportunities. Additionally, Acknowledged: Enterprise Workforce Scheduler
(EWS) Platform for its impact delivered on ISG Booming 15
Ming Tang, a pivotal figure within industries like Healthcare and Public Sector
Mastek, has been maintaining
regular monthly touchpoints since
Category: Environment Sustainability
December'23, ensuring continued AWS Re-invent 2023

engagement and nurturing of key Recognised

A ‘Contender’ in the ISG Provider Lens study
relationships. Healthcare Digital Services 2023 for Provider Digital
Transformation Services
In anticipation of potential Named: ISG Top 15 Sourcing Standout Globally under
A 'Product Challenger' and 'Market Challenger' in the
government changes, Mastek has ISG Provider Lens study Oracle Cloud and Technology
'Booming 15' category based on annual contract value
(ACV) won over the last 12 months, according to the 1Q
proactively initiated engagement Ecosystem 2023 Recognised: One of the top 3 finalists for
2023 Global ISG Index™
AWS Rising Star Partner of the Year
with the Labour Shadow team, For implementing a new Salesforce architecture that
decomplexify the Arizona Department of Forestry and
with a particular focus on Chi Fire Management (ADFFM) digital and data models and
Onwurah MP. Looking ahead, supported the organiation’s Healthy Forest Initiative (HFI) Everest Group
Sustainability Accounting Standards Board
Mastek is planning for the next As Top 15 Sourcing Standout in ISG Booming 15 global (SASB) standards
Index for five consecutive quarters
iteration of the Parliamentary
As ‘Major Contender’ in Generative AI Services for
Dinner. Microsoft Clouds in ISG Provider Lens™ – Microsoft
Cloud Ecosystem 2024 for UK & US highlighting Mastek’s
Microsoft Cloud service offerings integrated with
Generative AI capabilities Recognised: One of the global Top Five Oracle Cloud
Applications (OCA) providers in its Services Enterprise Compliant: SASB standards for benchmarking its
Pulse 2023 report Environmental, Social, and Governance (ESG) reporting
Named: Major contender in its Oracle Cloud
Applications Services PEAK Matrix® Assessment 2023
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Our Presence
Accelerating Digital Transformation Across Geographies

Map not to scale.

Global Coverage
FY24 REVENUE DISTRIBUTION BY GEOGRAPHY

Offices Customers
Reading, UK Australia Mumbai, IN Australia Finland

56.9% 27.2% Leeds, UK

Harrow, UK
Singapore
Malaysia
Ahmedabad, IN
Pune, IN
Austria
Bahrain
France
Germany
UK and Europe US Chicago, US Bahrain Chennai, IN Bangladesh India
Dallas, US Egypt Gurugram, IN Belgium Ireland
Woburn, US Kuwait Noida, IN Cambodia Israel

15.9% Ontario, CA
Netherlands, EU
UAE
Qatar
Canada
China
Jordan
KSA
AMEA Romania, EU Riyadh Denmark
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12 Annual Report 2023-24 13

Service Offerings
DecompleXify Innovative Digital and Application
Digital Services Engineering
Mastek's digital transformation strategy
focuses on accelerating our clients' digital
transformation journey, streamlining
software deployment and enhancing
business value, thereby positioning them
competitively in the ever-evolving digital era.

FY24 REVENUE DISTRIBUTION BY OUR

SERVICE OFFERINGS Services We Offer
We expedite enterprises' digital progression with cutting-edge digital
applications and cloud engineering services. This includes creating
streamlined API ecosystems, modernising outdated systems with
contemporary digital platforms through microservices, transitioning
to cloud platforms, adopting cloud-native development practices, and
ensuring seamless delivery through an integrated quality engineering
and DevSecOps methodology.

Our DevSecOps approach addresses security breaches by integrating

security measures to mitigate risks, enhance agility and productivity,
reduce costs, and increase delivery speed by 30%. Our Digital
Engineering team has created a robust methodology based on
GenAI to drive productivity improvement as a part of the Software
Development lifecycle.

Offerings
• Cloud Migration • Digital Experience
• Cloud Engineering • Digital Commerce
• Low Code • Enterprise Integration
44.3% •
•
DevSecOps
Quality Engineering
•
•
APIs
IPaaS
Digital and Application Engineering • MACH
• Platform Engineering

30.9% Why Mastek

• Up to 60% faster ROI
Oracle Cloud and Enterprise apps • Up to 75% reduction in release and deployment time
• Up to 50% reduction in testing time
• Up to 30% annual savings in build and deployment costs

17.6% Key Alliances

Digital Commerce and Experience

7.2%
Data, Automation and AI
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Service Offerings

CASE STUDY CASE STUDY

Transforming Home Driving Improvement in Patient

Office Infrastructure with Care with Data Insights
AWS Cloud Migration
While organisations have vast pools of data, the challenge is
A pressing question for the public sector is how to making it actionable for every role and decision.
evolve systems to enhance their capability and future- The modern data warehouse is crucial for data analytics,
proof services. bridging big data and traditional warehousing to drive
Home Office Biometrics (HoB) took crucial steps to support revenue, manage risk, and ensure compliance. In
the evolution of its systems and services and maximise healthcare, this means using advanced data warehouses
the potential of technology in delivering law enforcement to improve care, making data accessible to all clinicians
and immigration user requirements. They used cloud and administrators.
technology to optimise the capture of individuals’ Our client, the NHS, is currently leveraging new
biometrics and forensics to solve crimes, protect borders, technologies to enhance patient safety and care through
prevent terrorism, and enable growth. Their service is now data analytics in the UK.
using AWS cloud to provide a futureproof, scalable, highly
performant, and available service.

The Challenge Partnership with Mastek Outcome The Challenge Partnership with Mastek Outcome
• End-of-life systems that were • Detailed discovery encompassing Mastek enabled the Home Office with: The NHS, as the government-funded The team collaborated with Mastek to The team is increasingly adopting
prone to regular failures, service a review of architectural design • A highly scalable, robust, and healthcare service available to all enhance their NHS data management a proactive approach, focusing on
disruption and costlier to maintain patterns, security controls strategic platform in the public UK residents, requires a robust data and application performance through organisational needs and making
• Simplify customer experience by (utilising NCSC best practices), cloud to support future growth management solution to meet its advanced technologies. insightful recommendations.
providing a single-entry point for network topology, resilience and diverse needs.
• A highly secure architecture • We are establishing a robust data • Ensured a single version of the
unified biometric services availability factors, monitoring and
with associated monitoring and • Establish a single source of truth warehousing solution using MS-APS truth and achieved improved
alerting models, legislative, policy,
• Scalable systems to support future audit systems to meet stringent for all data requirements (Microsoft Analytical Platform operational and service insights
and standards considerations,
transactional and customer growth security requirements for handling Services) through a unified data source
as well as development and test • Facilitate analytical, data-driven
• Achieving service scalability biometric data
methodologies and tooling insights with best practices and • We are leveraging Azure Event • Enhanced data processing speeds
within the legacy IaaS provider • Enhanced customer experience by support for end-users Hubs and CosmosDB to create to enable real-time collections to
• Data migration from Vodafone's
without significant investment in providing unified access to various scalable and efficient applications run 10x faster
legacy production environments • Underpin analytics and crucial
additional infrastructure services, such as fingerprint, and APIs
to AWS. Data was migrated initiatives such as the A&E • Drove 90% faster response times
• Achieving accreditation to gain facial recognition, and DNA
using secure transfer between Dashboard, Model Hospital, • We are setting up a system for patient-level and other reports,
approval to operate at OFFICIAL- the legacy private cloud and • Employing 'shift left' techniques
and Patient Level Costing to proactively monitor and improving overall efficiency
SENSITIVE AWS, with particular focus on to improve service quality and
address issues to ensure
maintaining the integrity of audit reduce maintenance costs • Maintain a hybrid infrastructure
seamless operations
data sets combining on-premises systems
with Azure cloud services • We are employing React Native
• Successful production/pre-
to develop the NHS Emergency
production migration with
Care Mobile App, enhancing
minimal interruption to biometric
accessibility and user experience
operational services provided to
law enforcement and immigration
enforcement
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Service Offerings

Oracle Cloud and Enterprise Apps

CASE STUDY

Streamlining Samsonite's HCM

Cloud Integration

With a heritage dating back more than 110 years,

Samsonite International S.A., is a leader in the global
lifestyle bag industry and is the world’s best-known and
largest travel luggage company.

The Challenge Partnership with Mastek Mastek re-engineered HR processes

Samsonite faced several key issues: We secured this project by leveraging to align with both global and
our established credibility and key local standards, incorporating
• Data was scattered across various best practices.
Services We Offer Why Mastek relationships. Our completion of the
systems, leading to inefficiencies
Excelling in Oracle Fusion Cloud across ERP, EPM, HCM, • 1,300+ Oracle cloud customers TUMI TBE implementation provided • Implemented scalable and SOX-
and difficulties in accessing a
SCM and CX implementation, Mastek serves over 1,550 • 100+ industry-specific solutions a strong reference, showcasing compliant security and access
unified view of critical information
Oracle application customers and 2,500+ consultants, • 2,000+ Oracle Cloud consultants our proven expertise and robust control measures
delivering expertise in Oracle Cloud Transformation, • 45+ awards and accreditations • Reliance on external vendors TBE practice.
for key components of their • To enhance user experience,
Consulting, Migration, Project Recovery and Managed • 40+ countries • Oracle Capabilities:
HCM system caused delays and we increased adoption of self-
Services. We leverage our Glide Modernisation • Recognised in Gartner magic quadrant for Oracle With over 900 Oracle Cloud HCM
integration issues service capabilities
Framework to migrate clients seamlessly from legacy Cloud Applications Services, worldwide implementations, we have deep
applications to Oracle Fusion Cloud. • The pandemic and shift to expertise in transforming HR • Established robust reporting and
remote work exacerbated and employee experiences for analytics to support operational
delays in project timelines businesses of all sizes execution and strategic planning
and coordination, impacting
• Mastek Differentiator:
Offerings Key Alliances overall progress Outcome
Our global presence and
• Oracle Cloud Applications • Customer Relationship experience in HCM transformations This led to the successful
• Glide 4.0 Management (CRM)/CX allow us to apply a proven implementation of a global unified
• Oracle E-Business Suite • Supply Chain methodology, complemented by HR platform, providing seamless
• Oracle Consulting Management (SCM) industry-specific best practices HR services to employees across
• AdvantEdge IaaS • Human Capital to deliver effective solutions 30+ countries.
• SAP to Cloud Migration Management (HCM)
• PeopleSoft to • Industry clouds
Cloud Migration • Oracle managed services
• Oracle Analytics Cloud • Salesforce
• Oracle managed services
Cloud Infrastructure • Digital managed services
• Oracle Autonomous • Commerce
Data Warehouse managed services
• Enterprise Resource
Planning (ERP)
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Service Offerings

CASE STUDY
Digital Experience and Commerce
Mastek Strengthens M Group
Services' Efficiency and Agility
with Oracle Cloud

M Group Services delivers a range of essential

infrastructure services within the water, energy, transport,
and telecommunication sectors in the UK and Ireland.

The Challenge • The sub-contracting application Outcome

The business aimed to drive future pulls contract-related data from • We consolidated fragmented data
growth by replacing outdated finance, the "Customer Billing" PaaS into the ERP solution, reducing
HR, and payroll systems with a fully application, which manages risks from legacy systems,
integrated ERP solution. Recognising MGroup Services contracts data duplication, and manual
the need for advanced technology with clients and suppliers. This spreadsheets. This improved data
and a strong implementation partner, integrates with Project Financials security, accessibility, control,
the executive team selected Oracle to align project information with and accuracy, enhancing decision-
Cloud for ERP, SCM, HCM, and contracts and customer details making across the Group.
payroll, and chose Mastek as the from Accounts Receivable.
• The Fusion 2020 project Services We Offer Why Mastek Offerings
system integrator. • We developed a custom standardised and streamlined key
application on the PaaS platform Mastek specialises in implementing • 1,039 Salesforce certifications • Commerce Managed Services
business processes, improving
for client invoice creation, Digital Experience Solutions across • 100% SLA Track Record • Oracle Managed Services
efficiency and reducing
allowing MGroup users to create Healthcare, Public Sector and other • 4.9 CSAT Score on Salesforce • Salesforce Managed Services
Partnership with Mastek administrative overheads.
invoices via a simplified interface industries leveraging the Salesforce app exchange • Digital Managed Services
• We developed a custom cost Simplified procure-to-pay
or Excel upload. These invoices CRM platform. Mastek also crafts • 95% Customer Satisfaction • Mulesoft
transfer solution to manage processes enhanced supply
are integrated with Accounts tailored e-commerce solutions • 50% Reduction in operational costs • Experience Cloud
timesheet data uploads and chain management, eliminated
Receivable and processed encompassing digital consulting, • Up to 98% end user adoption rate • Sales Cloud
payroll costing, integrating it redundant paperwork, and
in Oracle. brand evaluation, and competitor • 8% Reduction in maintenance costs • Service Cloud
with the General Ledger in lowered environmental impact.
analysis, leveraging top platforms such • 255+ Projects completed • Marketing Cloud
Oracle Cloud. We also created • The custom cost transfer solution • Oracle’s ‘Employee Self-Service’ as Oracle CX Commerce, Salesforce • Industry Cloud
a Financial Director cost report on the PaaS application now toolkit enabled employees and Commerce, Adobe Magento, • Commerce Cloud
to extract costing information, manages the entire cost approval managers to manage personal and MACH-based composable • Data Cloud
which is sent to Financial Directors process in CVR (Cost Value information and submit leave commerce technologies. • CRM
and Commercial Directors for Reconciliation). Once approved, requests electronically, reducing • Search and
validation and approval. the costs are interfaced with the paperwork and process hand- intelligent recommendation
Oracle General Ledger Cloud. offs while increasing control • Modern UI/UX
• We implemented a custom
sub-contracting solution using and accountability.
Mastek’s PaaS application to • Mastek’s CIS module streamlined Key Alliances
handle subcontractor payments. Implementation Journey subcontract applications and
This solution integrates with We delivered a multi-phase certifications and used PBCS to
Accounts Payable in Oracle Cloud, implementation of Oracle Cloud meet Cost-Value Reconciliation
using existing suppliers from the solutions, establishing a shared service requirements, crucial for
Cloud supplier master data and and collaborating with stakeholders M Group Services’ reporting
generating AFP (Application for to meet diverse business needs. By and governance.
Payment), which triggers Accounts adhering to best practices, securing
Payables invoices in Fusion. strong leadership, controlling scope,
and defining a clear operating model,
the programme closely met planned
timelines and budget, despite the
complexities introduced by COVID-19.
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Service Offerings

CASE STUDY CASE STUDY

Deploys a Modern, Digital Mastek Empowers BlueCross

Platform to Support Search BlueShield of Arizona to Lay
and Rescue Missions the Foundation for Healthcare
Innovation
The Department of Emergency and Military Affairs (DEMA)
consists of the Arizona National Guard (Air, Army, Joint
Task Force), the Division of Emergency Management and
the Division of Administrative Services. DEMA provides vital
military and emergency management capabilities to the
citizens of Arizona and the Nation.

Before implementing Salesforce, Recognising these challenges, DEMA Technologies Used The Challenge Partnership with Mastek Outcome
DEMA struggled with maintaining a understood the need to invest in new BlueCross BlueShield of Arizona was With targeted support from By partnering with Mastek, BlueCross
consistent user experience across its technology to simplify mission-critical • Salesforce Lightning Platform in the discovery and design phase Mastek, BCBS AZ is building a BlueShield of Arizona now has the
existing system. To address this, DEMA processes and enhance connectivity • Service Cloud of overhauling its processes and robust framework for designing, support needed to create innovative
recognised the need to centralise with their key resources. • Community Cloud technology to advance its enterprise- building, and scaling innovative solutions that advance its mission of
mission-critical information and • Government Cloud level healthcare solutions. healthcare solutions. Throughout delivering exceptional care.
transition to a web-based platform for • DocuVault Their goals were to enhance the this long-term partnership, Mastek Mastek’s expertise in solution
greater stability. Partnering with MST Partnership with Mastek
• Rollup Helper quality of care and service for will assist BCBS AZ in creating a architecture, process flow design,
Solutions (A Mastek Company), DEMA DEMA chose to partner with MST patients and beneficiaries. Facing foundation for innovation, optimising and impact analysis enabled BCBS
launched a new Search and Rescue Solutions due to its extensive a complex system with siloed data, process flows for an enhanced user AZ to:
Incident Tracking System. experience with Salesforce and Outcome
they required a partner who could experience, and developing a modern
its strong track record with public By adopting a modern cloud-based • Establish a solid foundation for
This new system is user-friendly handle needs analysis, architecture, tech stack to improve and scale
sector organisations. MST Solutions platform for its Search and Rescue innovative healthcare
and enables search and rescue and integration without disrupting operational efficiency.
conducted discovery sessions to Incident Tracking System, DEMA current operations. • Streamline legacy processes
teams to efficiently locate and
thoroughly understand DEMA’s achieved several key improvements:
record essential mission data while • Maximise new technology adoption
business needs and technical
managing relationships with partners • The new system enhances staff
requirements. The resulting solution • Leverage data to drive
more effectively. productivity by streamlining
leverages the Salesforce Lightning business outcomes
processes. Users can quickly
Platform, Service Cloud, and
access agency information, create This collaboration positions BCBS AZ
The Challenge Community Cloud to streamline search
and process reimbursement to enhance its operational efficiency
and rescue operations. Key features of
Before switching to Salesforce, requests, and collaborate with and better serve its beneficiaries.
the new system include:
DEMA faced several issues with its local agency counterparts
legacy system: • Users can log information related
• Salesforce provides a high-
to search and rescue missions
• The old system could not security environment for DEMA’s
directly through the Salesforce
be upgraded, leading to data. The management team can
Community portal
outdated functionality restrict system access for specific
• Users can request approval internal groups, ensuring privacy
• Users reported that the system
from the state coordinator for and accuracy
was complex and difficult to use
resources used
• The platform offers better and
• The absence of cloud-based
• Staff can monitor system usage more timely access to critical
tools hindered the
and generate mission reports mission information, which can
documentation of mission
be used for training and reporting
activities and the processing of • The system sends notifications
purposes. Administrators can
reimbursement requests when new missions are opened,
generate summary and custom
or recovery requests are made
• Users had to fill out physical reports that are easily shareable
forms to enter data and submit via email
missions for reimbursement to
the financial team
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22 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 23

Service Offerings CASE STUDY

Building the Brilliant Tech

Data, Automation and AI Foundation for Data
and Analytics for Kellanova

The Challenge • Difficulty in managing Outcome

Kellanova aimed to transition to a data transformations Kellanova successfully migrated to a
hub-and-spoke model to adopt a • Challenges with managing the scalable Snowflake and DBT platform
product-based operating framework. existing AWS platform and issues which led to improved monetisation
They sought to develop a centralised with talent retention through higher conversion rates and
data platform that would automate competitive price optimisation. The
transformations and enhance data Partnership with Mastek new model significantly reduced high
quality. The goal was to establish an maintenance costs and accelerated
Mastek brought proven expertise
agile, scalable platform using top-tier application development. Additionally,
in AWS and Snowflake to the table,
technology that is easy to manage it enhanced self-service capabilities,
showcasing our capability to handle
and upgrade. streamlined data definition, and
transformational projects with a clear
and structured approach. simplified data discovery.
Key Challenges
• Absence of an agile Our architecture-led approach,
operating model combined with a customer-first
mindset, distinguished us as a partner.
• No single, reliable source of
As a tech-agnostic provider, we
truth, leading to data quality
customised solutions specifically to
and accuracy issues
Kellanova’s needs, ensuring a smooth
Services We Offer Why Mastek Offerings
and effective transformation journey.
We provide a comprehensive data • Cloud Data Modernisation • More than 15 verticals
cloud modernisation services coupled • Data Management and business functions
with ML capabilities to eliminate data • Data Governance • Up to 30% performance
silos, simplify complex architectures, • Business Intelligence & Analytics improvement using IoT CASE STUDY
and optimises data-driven decision- • Intelligent Automation • Up to 85% reductions in
making. • Decision Sciences & ML, AI project timelines
• Basecamp • Up to 60% reduction in Teradata Modernisation to
With our AI-first strategy, your
organisation can harness the full
• Data warehousing, Extract, integration costs Snowflake for Staples
Transform and Load • Modern UI/UX
potential of data to achieve improved
(ETL), Reporting
business outcomes and enhance user
• Datalakes, Cloud data warehouse
experiences. The Data, Automation
• Hyperautomation
& AI Service Lines leverage Large
Language Models (LLMs) to improve
knowledge latency and drive The Challenge • Replacing outdated technology Outcome
hyper-personalisation. that restricted scalability
Staples sought to cut costs and • Performance: Achieved an 8x
implement a more scalable framework • Gaining deeper insights into improvement in performance
by engaging BizAnalytica (now part of customer buying habits with near-linear scalability
Mastek Group LLC). The goal was to
leverage cloud benefits and develop • Affordability: Realised a 19%
Key Alliances Partnership with Mastek
a reference architecture with cutting- reduction in IT costs and a
Staples chose Mastek for our proven 16% reduction in inventory
edge tools to align with the corporate
expertise in implementing Snowflake management costs
cloud strategy.
on Azure Cloud, which ensured a
seamless and efficient transition to • Agile Processing: Enhanced
Key Challenges capability for agile processing,
a modern, scalable data platform for
• Supporting online business organisations. Our approach enhances enabling effective upsell and
growth and handling increased conversion rates through competitive cross-sell recommendations
holiday demand price optimisation while reducing high
• Reducing costs and maintenance costs and accelerating
optimising pricing application development.
 Mastek Limited
24 Annual Report 2023-24 25

Key Industry Verticals Government and Education

Growth Based on Trust
Drawing on our deep industry experience,
we cater to a diverse range of sectors,
including the public and private sectors,
as well as emerging needs in healthcare
and life sciences, manufacturing and
industrial, and financial services, delivering
unique solutions and value-driven
outcomes across key industry verticals.
We maintain a longstanding partnership with the UK Public
Sector, engaging in framework deals to spearhead digital
transformation initiatives. The market potential within
FY24 REVENUE DISTRIBUTION BY larger government entities alone is estimated at GBP 13
INDUSTRY SEGMENTS billion, with digital expansion surpassing overall market
growth rates. Our expertise lies in Oracle Cloud Services,
Legacy modernisation and simplifying complex government
processes. We work collaboratively with public sector
organisations, leveraging Digital and Cloud transformation
implementation experience to modernise citizen
experience and support programmes of critical national
importance.

In FY24, we secured numerous significant contracts within

the Government and Education sectors worldwide.

Key Customers
• HM Revenue and Customs

• Home Office

• Denmark Technical University

• Lambeth

43.9% • Northumberland

Government and Education • Arizona State University

• London Metropolitan University

16.3% Key Wins

Health and Life Sciences • Designed a modern and efficient Oracle HCM solution
for DTU’s central HR team to reduce administrative
tasks and focus more on proactive support.
15.3% • Enhanced technology services for a ministerial
department's Irregular Migration case working, aligned
Manufacturing and Technology
with ministerial priorities for 2023-2024, enabling
faster Asylum decisions and reducing backlogs in

12.6% immigration processing.

• Partnered with a Fortune 500 financial services
Retail/Consumer provider, delivering application development
services using Salesforce, Oracle, Big Data, and
Data Engineering expertise.
11.9% • Provided services to one of the largest banks in the
Financial Services Middle East to implement a centralised and resilient
accounting transformation platform using Oracle
Accounting Hub Application.
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26 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 27

Key Industry Verticals

Health and Life Sciences Retail/Consumer Manufacturing and Financial Services

For over 20 years, Mastek has operated in the healthcare
industry, a sector valued at $ 10 trillion globally and known
Mastek assists retailers in technology transformation by
offering a comprehensive view of consumers and supporting
Technology Mastek's finance software solutions empower financial
services companies with secure tools for innovative and
for its cutting-edge technology. Our diverse expertise them throughout the purchase process, utilising retail We leverage Oracle Cloud, Artificial Intelligence (AI), the efficient digital strategies. Our expertise in vehicle leasing,
spans patient experience, back office and middle office supply management and consulting services. Globally Internet of Things (IoT) and Data Analytics to enable global driven by the rising demand for electric cars, has honed our
operations, empowering us to support companies in their recognised as a preferred partner for consumer-packaged manufacturers to automate and scale their operations. skills and facilitated collaborations across various platforms.
digital transformation efforts. With a track record of goods (CPG) enterprises, we specialise in implementing Our customised solutions mitigate business risks Additionally, we maintain a robust customer network within
serving over 60 Oracle Life Sciences clients worldwide, optimal cloud strategies to enhance retailer efficiency, through data-driven analyses across all levels. Clients the mortgage industry. Leveraging cross-vertical solutions,
including service providers, hospitals, developers and cost-effectiveness and agility. Additionally, we equip benefitted from enhanced customer experiences and we apply our fraud detection expertise gained from NHS
manufacturers, we are now focusing on expanding our retailers with analytical capabilities to leverage deep streamlined processes for lean manufacturing, allowing UK collaborations across the financial sector. Over the past
presence in North America and globally. insights post-cloud migration. them to adapt to varying demands effectively. Utilising year, we have secured pivotal deals for modernising legacy
Oracle Manufacturing Cloud, we turn challenges into systems and are providing managed services.
In FY24, our significant achievements included global
Key Customers opportunities for success, further enhancing outcomes
workforce efficiency solutions, managed services for
• NHS through digital and cloud transformations. Mastek offers Key Customers
enhanced business value, cloud migration and data
comprehensive services from product ideation to execution • International Personal Finance
• BCBS AZ modeling, BI and reporting services, among others.
and maintenance, complemented by ML and AI-driven
• LHC Group • Together Financial Services
product support.
Key Customers • Fidelity
• Banner Health
• Morrisons Key Customers • Putnam Investments
Key Wins • Staples • Arcadis
• Empowering the UK healthcare providers to optimise • Samsonite Key Wins
• Zamil Industrial
patient waiting times amidst 375,000 new cancer • New Balance World's leading Insurance Broker and Risk Adviser integrated
• A2 Milk
cases annually their legacy fiduciary systems with Oracle ERP Cloud in
• CORT • On-Semi
• Enabling 1.1 million+ clinician users' access to 12 weeks
healthcare systems 365 days a year, 24/7 via Key Wins Key Wins
our IDAM solutions
• 69% increase in online purchase volume for a retailer • Global manufacturer of rehabilitation technology
• Facilitating GBP 2.5 billion in payments to NHS dentists in the US products migrates from On-prem to Oracle Cloud
• Impacting 245,000+ lives through Salesforce integration • Staples is now 8X more efficient with a BizAnalytica- Applications with Mastek Glide 4.0 to achieve leaner
for Banner Health, ensuring cost-effective care delivery implemented solution business processes
• A2 Milk partners with Mastek to scale its growth with
Oracle Cloud Applications
• Manufacturing market leader in the construction
material creates a resilient supplier life cycle
management with Mastek Glide 4.0
 Mastek Limited About How We Building a Statutory Financial Shareholder
28 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 29

Value Creation Model Through our integrated business model, we create sustainable value across
competitive markets and geographies by leveraging technology strengths to
Delivering Sustained Value Globally drive growth and ensure long-term success for all stakeholders.

Operating Our Resources Offerings and Contribution

Context Creating Value for Stakeholders
and Assets Solutions by Vertical to SDGs

Financial Our Offerings

• A strong balance sheet, with a net equity
of I 2,087 crores Digital & Application Engineering Clients
Evolving Future • Healthy 12 months order backlog of
of Work $ 260 million Oracle Cloud & Enterprise Apps 4.65/5 5.50/7
Average customer satisfaction rating Average customer
People for Cloud Enhancement & Managed satisfaction rating
Salesforce
Services (CEMS)
• 5,539 talented Mastekteers in
over 13 countries Digital Engineering & Experience
• An average age of 34 years Development Joined Forces
Acquired BizAnalytica
• Diverse workforce of InfoGENius with Microsoft
Data, Automation and AI

Data Privacy and Cloud Enhancement &

People
Cyber Security Technology and platforms Managed Services
• Recognised for Oracle and
Salesforce implementation
Mastek ‘iConniX’ –
Generative AI portfolio
I 1,671 crores 1,713
• Management of mission-critical projects Employee Benefit Net new hires
• 30+ delivery centers expenses
Business Strategy

Focus on Healthcare Vertical 15.11% 27 hours

in US and Globally Women Training per
Intellectual
in executive employee
Continued Growth in Public Sector in
Rise of • Continuous investment in R&D leadership positions
the UK (Secure Government Services)
Generative AI • Strategic partnerships with technology
and business leaders
Service Line Capabilities Focus Shareholders
• Alliances with academics and startups
under Launchpad and Project Deep Blue
• Mastek brand value
• Innovation Lab as a Service
iConniX portfolio
I 3,054.8 crores I 97.3 I 58.2 crores
Working with the Top 30
( 19.2%) Revenue EPS (Diluted) returned to shareholders
• Architecture as a Service as dividends in FY24
• IP 4.0 Global Accounts

Convergence of
Technologies
Industry Expertise 16.7% 16.1%
Social and Relationship
Operating RoE
Healthcare and Life Sciences EBITDA margin
• 552 clients, of which 34 are Fortune 1000

Society
Public Sector and Government
Environment
• Energy-efficient systems Retail/Consumer 133,060 250 I 3.7 crores
People impacted Animals supported CSR expenditure
• Optimum utilisation of natural resources
Manufacturing,
Strong Push towards • Reduced consumption of paper,
Sustainability and
Energy Transition
food waste and plastic
• Adopting eco-friendly refrigerants for
Engineering and Utilities
I 75.2 crores 1,000
Financial Services Taxes Volunteer hours
air conditioning systems
• Automating operations
 Mastek Limited About How We Building a Statutory Financial Shareholder
30 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 31

In the Spotlight — DecompleXifying AI By

Mastek's Industry-leading Services 4. transform.ai

Mastek's commitment to lead the industry into generative • Conducting generative AI pilot implementations using
AI goes beyond innovation, offering a comprehensive a general-purpose LLM
suite of services to empower businesses throughout their • Enhancement of vector data transformation processes
AI journey. for improved accuracy and performance
• Fine-tuning generative AI models for vertical-
1. plan.ai specific use cases, including healthcare, retail and
• GenAI maturity assessment services to evaluate AI financial services
readiness levels
• GenAI roadmap services to outline the strategic path 5. deliver.ai
for AI integration and implementation • App development pilots using coding co-pilots to
expedite development cycles
2. create.ai • Rapid UI/UX design services based on high-level
• Foundational data preparation through data requirements to ensure intuitive user experiences
integration processes • Offering test automation solutions using synthetic test
• Collaborate with clients to co-create customer- data and automated test case generation techniques
specific use cases, tailored to their unique needs • DevOps pipeline automation utilising generative
• Offer Data Modernisation services to update and AI tools to streamline development and
optimise data infrastructure deployment processes

3. orchestrate.ai
• Implementation of generative AI features within
existing platforms such as Salesforce, Oracle and
Microsoft Dynamics
• Integrating holistic business processes to maximise
efficiency and effectiveness
• Developing and implementing generative AI customer
service tools to enhance customer interactions

Becoming an AI-first Organisation and support

Mastek is leading the charge in integrating generative AI into its

solutions, enhancing digital engineering, data cloud modernisation,
and customer experience. Our recent collaboration with Microsoft
underscores our commitment to driving digital transformation and
innovation.
 Mastek Limited About How We Building a Statutory Financial Shareholder
32 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 33

Becoming an AI-first Organisation

Development of InfoGENius Mastek’s Approach

Our team recently developed InfoGENius, an AI-based • iCXPro Solution and Netail.ai partnership for retail
accelerator that uses generative technology to answer and consumer industries
user queries from published articles, policies, and • Edge Intelligence IoT enabled connected enterprise
structured data. This tool offers 24/7 secure access with solution powered by Volteo Edge to empower customers
role-based controls and multi-language support, aiming to in a connected economy
enhance user experience and productivity while reducing
• Partnerships with platform partners such as Salesforce,
manual interventions.
Oracle, Microsoft, ServiceNow
For Big Bet Solution Areas • Data Cloud for large language models and large data
sets with BizAnalytica
Intelligent Assistants and Alcaraz IP • Collaboration with Microsoft to lead innovative
solutions by leveraging the capabilities of Microsoft
Azure OpenAI Services and Azure AI services

Industry GenAI Powered Tools

Strategic Wins
Secured a strategic Generative AI programme with
a US-based industrial manufacturing company:
This initiative is set to dramatically reduce query time for
GenAI Powered SDLC replacement and obsolete parts, resulting in significant
savings and a reduction in manual work and errors.

State-of-the-Art Experience Centre

At Millennium Centre in Navi Mumbai, demonstrating
Partner Solutions
technologies such as Fall Detection, Intelligent Video
Analytics (IVA), Augmented Reality, etc.

Platform Alliances
 Mastek Limited About How We Building a Statutory Financial Shareholder
34 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 35

Key Performance Indicators

Snapshot of our Progress

In FY24, we witnessed robust deal momentum across geographies, resulting in a

notable expansion of the order book backlog. Our disciplined execution, strong
pipeline, and improved client engagement are key factors driving our confidence
in sustained success as we enter FY25.

Profit and Loss Metrics Balance Sheet Metrics Operational Metrics

TOTAL INCOME
(I in million) 28.9% EBITDA
(I in million) 27.8% NET WORTH
(I in million) 22.5% CSR SPEND
(I in million)

FY24 30,708 FY24 5,247 FY24 20,874 FY24 37.0

FY23 26,017 FY23 4,941 FY23 17,745 FY23 28.7
FY22 22,199 FY22 4,986 FY22 12,217 FY22 30.0
FY21 17,498 FY21 3,924 FY21 10,406 FY21 22.6
FY20 11,128 FY20 1,967 FY20 9,275 FY20 14.8

NET PROFIT
(I in million) 28.6% EPS (BASIC)
(I) 21.3% MARKET CAPITALISATION
(I in million) 103.1%
FY24 3,110 FY24 98.0 FY24 78,437
FY23 3,103 FY23 97.2 FY23 47,039
FY22 3,334 FY22 106.5 FY22 99,714
FY21 2,517 FY21 84.9 FY21 30,775
FY20 1,138 FY20 45.2 FY20 4,609

DIVIDEND PER SHARE

(I) 24.1% RETURN ON EQUITY
(in %) 2.5%
FY24 19.0
FY24 16.1
FY23 19.0
FY23 20.7
FY22 19.0
FY22 29.5
FY21 14.5
FY21 25.6
FY20 8.0
FY20 14.6

5-year CAGR 5-year CAGR

 Mastek Limited About How We Building a Statutory Financial Shareholder
36 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 37

Chairman’s Message
DecompleXify AI to Transform Industries
Dear Stakeholders, Stage 2: Leveraging AI Tools and Partnerships:
AI encompasses a range of tools and technologies, and
Over the past few years, we have observed a shift in
Mastek’s iConniX boasts a rich assortment of over 120 AI
perceptions of AI empathy—from a technology once feared
assets, 4 AI platforms, and solution blueprints. Strategic
“Despite macroeconomic challenges, Mastek achieved for its potential catastrophic risks to a powerful versatile
partnerships play a crucial role in accessing these tools
double-digit growth in FY24, outpacing many peers. tool, much like the internet. This shift reflects a broader
and ensuring that the chosen solutions align with specific
innovation continuum, marked by evolving models, diverse
Our focus on delivering impactful business outcomes customer needs, adhere to the ethical guidelines of AI,
use cases and expanding infrastructure shaping AI adoption.
has driven this robust performance.” and comply with industry regulations and standards.
Despite macroeconomic challenges, Mastek achieved
Ashank Desai, Chairman Stage 3: Building a Skilled Workforce: The foundation of
double-digit growth in FY24, outpacing many peers.
AI success is a skilled workforce with interdisciplinary teams
Our focus on delivering impactful business outcomes has
that combine expertise from different fields. Employees
driven this robust performance.
need to develop competencies in navigating biases, making
We are preparing for AI-driven future with iConniX, data-driven decisions, and achieving positive outcomes.
leveraging state-of-the-art artificial intelligence At Mastek, while 80% of the employees have been upskilled
technologies to empower organisations to thrive in this in GenAI capabilities, we are committed to attracting top
digital era. With over 120 AI assets, four AI platforms and talent, nurturing internal expertise, and inspiring a culture
meticulously developed solution blueprints, iConniX is of continuous learning.
set to revolutionise business models and drive innovation
Stage 4: Ensuring Quality and Testing: The development
across industries.
of AI solutions must ensure robust co-existence with
We continue to build and manage critical UK government existing enterprise systems for seamless data flow and
infrastructure, enhance US healthcare experiences, interoperability leveraging integration technologies.
and drive global business transformation through cloud They must undergo rigorous testing and validation
technologies. Integrating BizAnalytica has bolstered our processes to ensure reliability, accuracy, and optimal
data engineering and modernisation services, essential for performance. Our focus on quality assurance and customer-
maximising AI potential. Collaborations with Salesforce, centricity has driven successful implementations and long-
Oracle Cloud, AWS, Microsoft and Snowflake, along with term value for our clients and partners. Even an internal
strategic partnerships with Microsoft and NVIDIA, position adoption of solutions across departments in Mastek, led to
us to leverage cutting-edge technologies. Our proactive the boosting of productivity by an estimated 20%-30%.
approach turns industry disruptions into opportunities,
Stage 5: Customer-Centric Engagement: Throughout
positioning us as leaders in AI and technology.
the AI lifecycle, maintaining a customer-centric approach
is paramount. We prioritise customer comfort and
The Critical Question: engagement throughout the AI lifecycle while designing
How Do We DecompleXify AI? human-centric user-friendly interfaces, offering support,
AThe answer to this is essential as we navigate the insights, and transparency to build trust, increase usage
multifaceted landscape of artificial intelligence. AI presents and drive meaningful outcomes. One of Mastek's solutions
numerous opportunities and challenges. But our focus for a bank, has improved customer experience in the
lies in identifying the right problems to solve with AI, branch and contact centres by providing a single intelligent
understanding the complexities involved, aligning outcomes customer view across channels.
with the business strategy, and ensuring that AI serves as a
strategic enabler rather than a blanket solution. Driving Impactful Growth Through
To effectively decomplexify AI and harness its potential, Strategic Focus Areas
we approach it through a structured process: We are strategically positioned to drive impactful growth
through investments and partnerships in four key areas:
Stage 1: Solving Solvable Problems: The initial step
Public Sector in the UK, Global Healthcare, Account Mining
involves identifying and addressing solvable business
and Data and AI.
challenges using AI. This process requires a keen
understanding of the problem landscape and prioritising
Public Sector in the UK
challenges based on their impact and feasibility while
ensuring the foundation is cleansed and transformed data. Our UK public sector business is expanding in immigration,
One of the use cases in which we are involved is to create borders, asylum, public protection, higher education,
an information exchange paradigm powered by an LLM and and biometrics, with new ventures in government digital
integrated into Oracle Digital Assistant while enhancing services and defense. Our strong performance over the
collaboration across multiple teams. past decade highlight our success in UK secure government
 Mastek Limited About How We Building a Statutory Financial Shareholder
38 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 39

Chairman’s Message

services. The Labour government's focus on automation and workload optimisation. Lightbeam focuses on data factory CEO. Mr. Chandrana’s leadership and vision have been I thank the Board for its guidance and express my heartfelt
collaboration positions us well for future growth. management and cloud economics, essential for companies instrumental in guiding the Company during his tenure. appreciation to our shareholders, clients, partners and
Our strengths in UK central government have also secured transitioning to the cloud and innovating with AI. Mastekeers for their continued belief in our abilities
As the Interim Group CEO, Umang Nahata is committed to
two new frameworks in Financial Services, paving the way and support.
“We continue to receive recognition from ensuring seamless continuity and steering Mastek towards
for further growth.
its growth objectives. He is poised to lead Mastek through Together, I am confident Mastek will continue to innovate,
Gartner, Everest and ISG for our work in this transition period, supported by a dedicated team, until lead in growth, build a sustainable future and thrive in
Healthcare in the US and Globally Generative AI, Oracle Cloud, Salesforce, the appointment of a new Group CEO. the coming years. Thank you for your continued trust
In the US, our healthcare business is growing rapidly Microsoft, NVIDIA, reflecting our global and partnership.
with providers, senior living, payers and BlueCross We welcome all our new members and extend a heartfelt
strength. We are honored to be certified gratitude to our outgoing members for their valuable
BlueShield organisations. With the US healthcare market
nearing $5 trillion, we we capitalise on opportunities as a Great Place to Work in India, the UK, service and commitment.
to enhance efficiency from front to back office. AI and the US, and KSA for FY24.” Warm regards,
Generative AI are applied to benefit verification, claims Looking Forward Ashank Desai
processing, patient experience, customer service and Commitment to a Sustainable Future At Mastek, our goal is to rank among the top three in Chairman
clinical documentation. Mastek’s brand presence has surged with recent growth among mid-cap IT services and achieve a significant
accolades from Gartner, Everest, and ISG for our work in milestone of $1B in revenue in the latter half of this decade.
Globally, we are securing marquee healthcare accounts
in the Middle East and Australia, leveraging Oracle Cloud, Generative AI, Oracle Cloud, Salesforce, Microsoft and Our vision extends beyond financial success. We aim
Microsoft and ServiceNow platforms. Renewed engagement NVIDIA, reflecting our global strength. We are proud to to build a robust, sustainable company by leveraging
with NHS departments in the UK, including arm’s length be certified as a Great Place to Work in India, the UK, the our strengths, deepening customer relationships,
bodies, signals strong future growth. Digitising the US and KSA for FY24, underscoring our dedication to an and prioritising sustainability. We are committed to
healthcare value chain remains a key global priority. exceptional workplace. enhancing our services with the latest technological
Our 5,600 team members are our greatest asset. expertise to ensure our customers' success in the evolving
Account Mining We recently launched a global Culture Refresh, introducing digital landscape.
We focus on nurturing and expanding our top 30 accounts, our Core Values—VECTOR: Velocity, Empowerment,
which contribute about 57% of our total revenue. Collaboration, Trust, Ownership, and Respect. Our focus on
Our clients include well-known Fortune 500 companies, workplace safety and talent development has earned us a
underscoring our industry prominence. We are pleased to spot among India’s Top 25 Safest Workplaces.
report improved customer satisfaction, as shown in the
Our ESG strategy aligns business practices with global
recent CSAT survey results.
sustainability goals and ethical standards. We assist clients
With the right client partner and delivery teams, in achieving sustainability goals through 'ESG as a Service,'
we are advancing our roadmap for these accounts. optimising resource allocation and measuring the financial
Our differentiated solutions are accelerating AI adoption impact of ESG initiatives with intelligent platforms.
and use of intelligent enterprise platforms like Oracle
Through our CSR mission, 'Informed Giving; Responsible
Cloud, Salesforce and AWS. We are enhancing partnerships
Receiving,' we aspire to touch one million lives by FY26,
with CXOs, cross-selling services, and implementing our
delivering significant social value in every region we serve.
account mining playbook to strengthen relationships.
As we drive growth, you may expect to see more accounts
Board Changes and Leadership Transition
exceeding $5M, $10M, and $25M in our portfolio.
I am pleased to inform you that Ms. Marilyn Jones, an
Data and AI Independent Director, and Mr. Umang Nahata, the New
Shareholders’ Nominee Director (Non-Executive), have
As businesses plan future AI investments, revamping their
joined the Board of the Company during the year under
data foundation is crucial. The need for a unified data
review. Their extensive experience and expertise will be
platform, seamless cloud migration, and modernised data
help greatly to drive our strategic objectives forward.
landscapes to support large-scale AI use cases highlights
our strategic advantage. Our expertise in Snowflake, I would like to extend my sincere gratitude to Ms. Priti Rao,
Databricks, AWS data cloud and Microsoft Azure OpenAI who has resigned from the Board this year. We extend our
addresses these evolving client needs. sincere gratitude for her contributions and wish her the
utmost success in future endeavours.
The modern data stack supports large-scale data
transactions for scaling AI applications, including vector We also welcome Mr. Umang Nahata as Interim Group
databases and LLM fine-tuning. Our investment in CEO and extend our sincere gratitude to Mr. Hiral
Lightbeam IP, within the iConniX portfolio, enhances Chandrana who has resigned from his role as the Group
 Mastek Limited About How We Building a Statutory Financial Shareholder
40 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 41

In the Spotlight — DecompleXifying AI By A Data-centric, AI-first Approach to Enhance Business Outcomes

>15 >30% Up to Up to

verticals performance 85% 60%

and business improvement reductions in reduction in
functions using IoT project timelines integration costs

Progress in Building AI-Driven

Enterprises
Data-driven Transformation
Data-driven transformation relies on a robust data-driven
strategy and roadmap, which are crucial for customers
seeking to enhance their business models. This approach
significantly reinforces our expertise in modern data
stack technologies. “This acquisition marks a pivotal milestone
in accelerating our presence in data
Customer Base engineering, cloud services and the
It will enhance our capabilities in catering to critical rapidly evolving Generative AI domain.
verticals such as retail, hi-tech, healthcare, and financial
BizAnalytica’s strong data cloud and
services, particularly asset and wealth management in the
US East region. modernisation capabilities, along with
its valuable partnerships with industry-
Technology Partnerships leading cloud platforms, will enable us to
Mastek has a premier-level partnership with Snowflake, decomplexify the cloud transformation
bolstering our alliance ecosystem in the data space. It
journey for our clients, delivering trust,

Strengthening Data Cloud

encompasses Databricks, dbt, and AWS, strengthening our
overall capabilities in this domain. value and velocity.”
Ashank Desai, Chairman

and AI Capabilities
E2E Digital Transformation
By incorporating Data Cloud capabilities into our existing
expertise in Application Development and Maintenance
(ADM), Enterprise Resource Planning (ERP), Customer Strengths of BizAnalytica
Organisations often struggle to enhance their profitability, productivity Relationship Management (CRM), and Customer Experience
• Strong solutions approach with senior Solution
(CX), we solidify our position as a comprehensive partner
and customer engagement due to siloed data, outdated technology and for end-to-end digital transformation initiatives.
Architects and technical leadership team
• Lightbeam IP for Data Managed Services
manual processes. It hinders their ability to leverage the potential of
generative AI for data analysis. Boosting AI Prowess with • Capabilities across multiple leading Data Cloud
Platforms like Snowflake, Databricks, AWS
BizAnalytica Acquisition
• Track record of delivering critical projects
At Mastek, we offer a transformative solution that encompasses the Mastek made a strategic move to enhance its expertise in
for Fortune 1000 clients
the data cloud domain with the acquisition of BizAnalytica.
power of data modernisation, warehousing and analytics to power Mastek's acquisition of BizAnalytica, with its established
machine learning. Our approach eradicates data silos, simplifies presence in the US market, uniquely positions the company
to unlock new opportunities across various industries. This With advancements in cloud transformation and digital
complex architectures and maximises data-driven decision-making includes leveraging our enhanced capabilities in existing advantages, coupled with a strong focus on shared vision
capabilities, empowering your organisation to unlock the full potential sectors like Healthcare and Retail, while also exploring and values in partnerships, Mastek is on a path
promising avenues in emerging sectors such as Asset & of substantial growth.
of your data for enhanced business outcomes and superior user Wealth Management.
experience.
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42 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 43

Operating Context
Key Trends Driving Our Growth
In today's dynamic operating environment, identifying key trends is
Data Privacy and Cyber Security
vital for capitalising on opportunities and mitigating risks. We adapt
The rise of digitalisation, connected devices, and connectivity
strategies and processes to innovate and deliver value to customers services underscores the increased focus on data privacy and
and stakeholders. Proactive risk management and market awareness the escalating threats posed by cybercrime. Cyberattacks are
enable us to navigate challenges, ensuring resilience and nurturing evolving in sophistication, compelling businesses, and individuals
to heighten cybersecurity awareness and strengthen security
sustainable long-term growth.
measures. The escalating threat landscape surrounding AI, with
threat actors increasingly adopting AI for malicious purposes
such as developing new malware and deepfake technologies,
underscores the need for greater executive board involvement
in driving cybersecurity risk governance.

The Rise of Generative AI

Generative AI, a branch of artificial intelligence, empowers
$ 10.5 trillion
Growth in global cybercrime costs
machines to generate new and original content like images,
text, music, and video. This breakthrough technology utilises
by 2025
advanced machine learning algorithms to learn patterns Source: CNBC TV
from vast datasets, producing content remarkably similar to
human creations. This technology has been able to enhance
natural language processing, predict drug interactions as The Future of Work is Changing
well as personalise shopping experiences with tailored The changing economic climate highlights the intensifying battle
recommendations. Experts believe we are only beginning for top talent. Employees' priorities have significantly shifted,
to tap into generative AI's vast potential.

$ 109.37 billion
with top talent re-evaluating career choices based on flexibility,
career growth, and overall employee value proposition.
To thrive in the upcoming 4th industrial revolution, companies
Generative AI market size in 2030 must invest in strategies to attract and train talent adequately.
Source: Research and Markets The post-pandemic era has enabled the gig economy to redefine
the future of work. Many smaller, resource-constrained brands
have embraced this trend to leverage freelancers for specific
projects, leading to a mutually beneficial work dynamic.

$ 455 billion
A Strong Push towards Sustainability and
Energy Transition
While global carbon emissions saw a significant 8% drop in 2020, India’s freelance market
marking a historic decline, they rebounded with a 6% rise in
Source: Study by ASSOCHAM and Ernst & Young
2021 followed by a 1% increase in 2022. However, there is a
bright side as movements towards a cleaner and greener future
are gaining momentum at an accelerated pace.
Convergence of Technologies
All electronics, from smartphones to massive server farms and
Blockchain technology is revolutionising business operations with
new AI systems, contribute to environmental impact, with the
secure digital transactions and supply chain solutions.
IT sector responsible for 1.8% to 3.9% of global greenhouse gas
Web3 networks offer enhanced security and speed, heralding

$ 182.5 billion
emissions. The UN aims to achieve a 45% reduction in
a new era in online safety. The metaverse provides immersive
IT emissions by 2030.
digital experiences, shaping a 3D internet landscape supported
Size of the climate tech market 2033 The circular economy is now a core part of consumption habits, by VR and AR. This transformation redefines customer
and resource preservation and biodiversity protection are interactions, product development and employee training.
Source: Future Market Insights
key principles in global companies' ESG policies. Technology As cloud migration accelerates, the demand for cloud-based
is emerging as a vital force in combating climate change and services surges, with Gartner predicting an 85% cloud-
advancing sustainable solutions. Many companies are actively first adoption rate by 2025. These trends collectively drive

$ 1.3 trillion
developing sustainable solutions to accelerate their transition innovation, security, and efficiency in IT businesses, shaping
to a circular economy. There is now an increased focus on the future of digital ecosystems across industries.
promoting awareness of environmentally friendly practices
and utilising technology to align with sustainability-driven Global metaverse market in 2030
performance metrics. Source: MarketsandMarkets™ Research Private Ltd.
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Business Strategy BET 3 BET 4

Driving Differentiation and Scale Service Line Capabilities iConniX Portfolio

Focus Focus Areas
Key Priorities Focus Areas • Accelerating presence in Data Cloud and
AI space with various AI offerings across
BET 2 • Dominate in Oracle Cloud globally
core service domains
$ 1 billion Continued Growth in Public
• Invest in building comprehensive solutions for
healthcare payers
• Advancement of partnerships with NVIDIA
and Microsoft Azure OpenAI
In revenue in the latter half of this decade Sector in the UK (Secure • E
 xpand Salesforce offerings outside US, in the UK
Our Progress
Government Services) and AMEA region
• Non-Linear Platforms (iCXPro) and SL Digital
• Grow Microsoft, AWS, ServiceNow
Top 3 Focus Areas
Our Progress
Services Offerings
• Signed definitive agreement to acquire
In growth among mid-cap • Scale Top 5 Accounts in UK Public Sector BizAnalytica, LLC – a data cloud and
• Large deal wins: >$10 Mn – Oracle and Salesforce
IT services • Win new accounts and projects in in NA modernisation specialist
− Secure Government, Borders and Immigration, • CX Management for Manufacturing, Healthcare,
• Secured managed services significant large deal
Ministry of Defence, City Councils Banking, Financial Services and Insurance (BFSI)
wins, exceeding $ 10 million
Highest Score − Logos in Financial Services in UK • Improvement in CSAT results, including customer
Sectors with NVIDIA AI Enterprise
• Integrated Microsoft 365 Copilot, Azure OpenAI,
(Bank of England) sentiment on Oracle Projects
Benchmark for Best Places to Work and Sales Copilot and Teams AI into its daily
for providing Customer Delight − New Departments and Frameworks, • Built GenAI capabilities work practices
including Department of Justice
− Companies that need Cloud Transformation FY25 Plan FY25 Plan
through Oracle • Implementing Full Stack Data Modernisation –
BET 1 For Oracle
industry specific solutions
Our Progress • Expand beyond SaaS – GenAI, Analytics (ADW/OAC),
Focus on Healthcare Vertical • Large deal wins: >$10 Mn Oracle Integration Cloud & Oracle PaaS Solutions
• AI-based services and solutions through iCXPro
with NVIDIA partnership
in US and Globally • 24% Revenue YoY growth (4th year in a row) • Oracle cross sell into Mastek accounts • Tailored for Healthcare: Integrated Data and
• Account mining of Oracle services in existing Analytics solution
• Multiple new UK frameworks
Focus Areas Oracle accounts with OIP offering (Oracle
• Double down on healthcare (payer and provider) FY25 Plan Improvement Programme) and early leads in BET 5
vertical in North America Salesforce and Digital accounts
• Focus on Defence and National Security,
Our Progress
Revenue and Customs, and Cabinet office projects
For Salesforce
Working with the Top 30
• 75% YoY revenue growth • Support migration and borders initiatives, • Launch two products on Salesforce AppExchange Global Accounts
including Crossing the Borders Programme and Platform for healthcare payers
• 278% YoY OB growth – driven by Salesforce
Asylum Property Centric Platform Support Focus Areas
and Oracle • Provide integrated offerings to public sector clients
• Engage in Police, Public Protection, in the US and the UK • Drive disciplined account mining efforts
FY25 Plan and Justice projects • Implementing account mining playbook and
• Launch customised solutions to UK public sector
cross-sell strategies to elevate our positioning,
• Service 20 new accounts and focus on large value
stickiness in Top 30
healthcare deals For Cloud Enhancement & Managed Services
• Focus on front-office transformation with • Managed services with well-architected cloud Our Progress
Salesforce, Data modernisation and Cloud solutions native solutions (AWS and Azure) application • Enhanced focus on the top 30 accounts and key
for healthcare payers and blue cross blue shields development and LC/NC platforms partnerships, including Snowflake, AWS, Microsoft,
• Drive Oracle Healthcare projects focusing on back- and ServiceNow
office modernisation of Senior Living, Acute Care, • Designated account/client partners and delivery
mid-sized provider hospital systems and Home Care managers for Top 30 with prioritisation from
Innovation and Service Line groups

FY25 Plan
• Multiple service line practices presence footprint
(including Data/AI) in 25 out of Top 30 accounts
• Transition current engagements from staff
augmentation to project-based work or
managed services
• Top 30 accounts to contribute 57-58% of Mastek
revenue and higher than Company average growth
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Innovation
DecompleXify Platforms and Innovation
Mastek offers dynamic solutions to technology, sustainability and business challenges, dedication to cultivating a socially responsible workforce self-service functionality with on-the-go capabilities,
and empowering the next generation to make meaningful ushering in an era of personalised employee experiences.
aiding startups and corporates in navigating modern business complexities, building
contributions to society.
strategic agility, and driving innovation and growth for sustained success. Connected Enterprises
Non-Linear Impact - Platforms and IP We specialise in creating IoT-enabled connections for
forward-thinking ‘Connected Enterprises.’ Our approach
Enterprise Workforce Scheduler (EWS) involves integrating machines, equipment, business
Enterprise Workforce Scheduler seamlessly tailors work processes, systems and departments through a digital
schedules to your business needs, efficiently tracking framework. This streamlines workflows, enhances
absenteeism, payroll, safety protocols and financial details communication, boosts operational efficiency and
to mitigate compliance risks and anticipate unexpected facilitates better decision-making while also reducing
challenges. Revolutionising work dynamics, it combines carbon footprint. The solution generates valuable data and
insights to ensure competitiveness and drive innovation.

Enterprise Workforce Warehouse 360 (WH360) - aaS

Scheduler (EWS) - aaS • Launched multi-tenanted version
• Launched multi-tenanted version • Restructure the model for
• Restructured the model for support implementation support implementation
• Replicate the UK and AMEA cases in the US and EU • Scale at the US, the UK, and AMEA with
with apt mining existing cases

New Horizon Growth creating new growth avenues, and enhancing

customer experiences. Connected Enterprise Service Intellectual Property Governance
Mastek Ventures Programme (with Volteo Edge) • Manage filing and granting of IPs
We launched the Mastek Venture programme in 2022 Architecture as a Service
• Healthcare and Life Sciences, (Patents, Trademark)
as the strategic investment arm, playing a vital role in Startups can leverage Mastek’s extensive expertise in Retail and Manufacturing • Co-create IPs with customers
connecting emerging startups with enterprise customers. innovation technology, design thinking, and ecosystem
• Special focus on US and AMEA
The programme focuses on early to mid-stage companies relationships to gain access to account-level intelligence,
developing cutting-edge enterprise solutions, with architectural strategy insights and detailed solutions. • Top 20 accounts mining and Fortune 1000 targets
investments aligned to corporate growth strategies. Mastek offers unique vendor-neutral perspectives
Mastek guides G2000 enterprises to improve account through the Architecture as a Service programme,
enablement, explore new revenue streams, and provide emphasising innovation and the delivery of technically Fraud Analytics
access to portfolio companies with a diverse global complex solutions. • Financial Services, Retail in the UK,
customer base. Manufacturing in Europe, state and local
Mastek has also introduced the MMTS certification
government of the UK
programme to identify and acknowledge technology
Startup Launchpad • Establish outcome-driven pricing model
specialists for their expertise and experience within
The Mastek Project Startup Launchpad accelerates the the organisation.
growth and sustainable market penetration of startups.
It provides access to Mastek's technological and domain Project Deep Blue
expertise, invaluable resources including assets and
saleable use cases, collaboration opportunities, mentorship,
Mastek's 'Project Deep Blue' empowers engineering icxPro – Intelligent Part Assistant • Omnichannel presence and deliverables
students to use coding skills to tackle real-world social • Development of new products in line
and support for refining solutions to achieve market The customer experience management platform empowers
issues. This friendly competition spans three months with customer requirements
scalability. Startups can leverage Mastek's focused businesses to continually analyse, understand, and
and encourages interactions between students and
ecosystem to drive innovation and rapid development. responsibly engage with consumer behaviours. Its inherent • Ease in decision-making of ongoing strategies
industry experts from Mastek, bridging the gap between
AI capabilities enable enhanced self-service across various and development of new ones
academia and industry. Moreover, it equips students for
Innovation Lab as a Service channels, automated campaigns, and insights driving a • Reduced market research costs
corporate careers or entrepreneurship, reflecting Mastek's
Through Mastek’s Innovation Lab as a Service programme, seamless human-agent support experience.
• Ensured data security
startups collaborate and use short, agile sprints to develop • Customer experience automation with convenient
prototypes of new products or services. This enables services and personalised journeys
companies to harness the creative energy of advanced
technology, supporting continuous digital transformation,
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Innovation

Volteo Edge Drives Impact

Volteo Edge, a partner of Mastek, provides Edge Intelligence and IoT capabilities to help businesses optimise savings and
returns through connected infrastructure and data utilisation. Its capacity to harness Edge Intelligence, the core of the
Connected Enterprise, empowers Intel to manage local integration and processing of extensive raw data efficiently.

CASE STUDY CASE STUDY

Transformed How Intel Manages its Led Verra Mobility to Achieve 5%

Regional Campuses Topline Revenue Improvement and
Objective
250% in their overall ROI
Helped Intel in managing regional campuses (occupancy, Objective
track, and trace) with video cameras and integration Enhancing asset management and safety violation detection
with Building Management System Controls for a for Verra Mobility's traffic monitoring systems, including
better experience. speeding and red light violations.

Challenge Challenge
Employees used to spend time finding parking space within Dispatching technicians to manually monitor the system’s
the office campus. health is prohibitively expensive. Failed traffic monitoring
systems used to go unnoticed for days to weeks at times. CASE STUDY CASE STUDY
Solution
• Implemented a smart camera-based system to monitor Solution Netflix Experienced 30% Increase in its Enabled Field Service Management for
parking occupancy, optimising employee time and • Implemented 'smart' monitoring solutions for Verra Operational Efficiencies T.D. Williamson
effort for core business tasks Mobility's traffic monitoring systems
• Utilised IoT instrumentation to track power Objective Objective
• The IoT infrastructure from Volteo Edge detected
consumption, environmental conditions, and space and reported faults, facilitated corrective actions To address the inevitable discrepancies between traditional To enable a fully configured IOT sensor-based data
utilisation for efficient planning and resource allocation remotely, and expedited on-site repairs with accurate asset management systems and the real-world assets collection capability for the isolation segment to streamline
• Enabled better space management, reconfiguration, part information they attempt to track–intuitive user experience to locate, operations and introduce new service models
and expansion planning based on real-time data insights select, and assign company assets while monitoring real-
• Edge Analytics by Volteo Edge ensured that captured
time inventory counts and integrated information to work Challenges
• Improved employee experience, reduced carbon images met Verra's standards for issuing citations and
process and tracking. • Equipment maintenance was highly dependent on
emissions, and enhanced overall operational efficiency performing quality control functions that previously
required a team of 14 people few skilled people
Solution
Outcome • Automated quality checks during image capture now • Faced challenges with reactive maintenance practices
Fully automated RFID-enabled asset management capability
• Regional facility management ROI is now realised immediately alert Verra Mobility to take corrective
with RFID tags attached to assets. Solution
without needing a dedicated headcount at each campus actions, reducing manual oversight and enhancing
operational efficiency • Implemented BLE pressure and temperature monitoring
• Facility managers were able to reconfigure the Outcome sensors on field equipment, utilising a cellular-connected
conference rooms to a larger number of smaller rooms
Outcome • Enabled asset/inventory tracking at the Netflix edge gateway
to better match utilisation and reduce demand queues
A self-monitored and micro-managed traffic campuses, effectively replacing error-prone human • Introduced smarter equipment maintenance
• Cafeteria wait times were reduced through smarter record updates with continuous, error-free monitoring
monitoring system management for TDW's internal services organisation
scheduling of register staffing and providing employees of assets at actual locations
with information about load bursts so they could plan • The mean time to detect has been reduced to minutes, • Condition-based and preventive-based maintenance
their visits at less busy times and many repairs can be accomplished down the wire Business Benefits Outcome
• Workstation utilisation patterns revealed opportunities (e.g. rebooting)
With Volteo Edge’s intelligence coupled with IoT expertise, • Reduce hydraulic equipment maintenance cost by
to reduce the energy use of idle spaces • Automates the customer experience and vendor Netflix achieved managing maintenance parameters with real-time feeds
• Power outages no longer interrupt work by ensuring services while achieving intelligent monitoring of
• 100% accuracy in inventory visibility and tracking from sensors via field gateways and rules on anomaly
UPS systems are ready to endure surges, sags, revenue-generating assets
detection while initiating ServiceNow workflows
and outages • Diagnostic information ensures the technician arrives • Experienced a 30% increase in operational efficiencies

• Reduced carbon emissions with the right spare parts Business Benefits
• Identification of the location of assets, eliminating • Improved customer experience
redundant alerts • Fully compliant

Business Benefits • Can be expanded to external customers to drive

additional revenue
• Achieved a 5% topline revenue improvement and 250%
overall ROI in the first year • Experienced a 30% increase in operational efficiencies
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In the Spotlight — DecompleXifying AI By

GTM Movement Driving Growth Alongside Our Partners

Our groundwork boosted on-field engagement with partners Close collaboration with our partners on new deals,
by developing connections at all levels and aligning teams marketing efforts, and strategic co-investments has been
through structured governance. This led to new leads from crucial to our growth. We appreciate Microsoft, AWS,
partners and enhanced collaboration in existing efforts. Oracle, and Snowflake for their support in upskilling
our associates in GenAI. Our ongoing joint enablement
Expansion and Integration programmes have significantly increased the number of
certified associates in partner technologies.
We have elevated and expanded 100% of our
strategic partnerships.
Awards and Recognition
• Upgrading our Oracle alliance expertise in ERP, SCM, Mastek was awarded AWS Rising Star Partner of the Year –
HCM, and EPM, and integrating 13 affiliate companies SI in November 2023 and Oracle selected Mastek as one
under Mastek. of the five partners for the HCM Now Programme in
• Expanding our ServiceNow partnership across six November 2023.
regions and integrating it under Mastek, allowing us
to offer competitive managed environments. Increasing Visibility in Partner Network
Mastek participated in marquee summits with partners'
• Onboarding a new Microsoft Programme for customer-
leadership teams, enhancing Mastek's visibility. Events
specific funds.
included ServiceNow Knowledge, Snowflake Summit, AWS
• Regaining AWS Advanced Tier and achieving Salesforce Reinvent, Oracle Cloud World, and Salesforce Dreamforce.
Summit Tier status.

• Adding dbt to our Data Cloud Business and expanding Crafting Differentiators
our ecosystem with partners like Databricks, Netail, At Mastek, we create targeted programmes to tackle
NVIDIA, TalonOne, Adobe, Spryker, UiPath, and Opkey. customer challenges and enhance partner technology.
We are developing 15 differentiated programmes with
Marquee Wins Salesforce, Snowflake, Oracle, ServiceNow, and Microsoft.

Enhancing Our Technology

The year saw an elevated number of joint wins with With AWS, we have formed a core solution team of AWS and
our partners. For example, Kellanova (with Snowflake, Mastek experts to co-build solutions.
US), a leading private universal bank in the Philippines In the spirit of partnership, Mastek's Alliance organisation

Partner Ecosystem
(with Microsoft, APAC), KFSH (with ServiceNow, ME), is achieving higher engagement levels. With some strategic
and a senior living solutions in the US (with Oracle) were partners, we have established a 360-degree relationship,
some of the marquee wins that showcased the true working as their extended consulting arm.
essence of partnership. We also achieved a range of wins
Alliances were identified as a key growth vector under the charter of with partners, including Oracle, Snowflake, Salesforce,
Microsoft, ServiceNow, and AWS.
the Growth Office. Following a strong foundation established in FY23
through the identification and establishment of relationships with
our strategic alliance partners, we progressed in FY24 by enhancing
maturity levels. Dedicated alliance teams were deployed onshore in
various regions to manage and strengthen our strategic alliances.
We continued to focus on deepening our engagement with our
strategic partners – Oracle, Salesforce, Snowflake, ServiceNow, AWS,
and Microsoft. In addition to these partnerships, we identified Growth
Partnerships to further augment our business goals. Across each pillar
of Alliances, we have delivered a positive impact, strengthened our
relationships and enhanced alliances as a key growth engine for the
organisation.
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52 Annual Report 2023-24 Mastek create value Sustainable Future Reports Statements Information 53

Enhancing Our Technology Partner Ecosystem

Partner Ecosystem
Technology Partner - Strategic

Digital Engineering Cloud Enhancement

Oracle Cloud Salesforce SL Snowflake Microsoft
and Experience and Managed Services

Technology Partner

Data Automation and AI

Netail

Digital Engineering and Experience

Prismo

Twixor

Cloud Enhancement and Managed Services

 Mastek Limited About How We Building a Statutory Financial Shareholder
54 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 55

Our ESG Commitment

Building a Sustainable Tomorrow
FY24 Key Highlights Our Sustainability Policy
Environmental Sustainability
Mastek UK is committed to achieving • Amongst the first 10 Indian companies to begin We will work collectively to minimise the adverse
ESG reporting basis SASB metrics impact of our activities on the environment. We will
net-zero emissions by 2030. Aligned endeavour to protect the environment by adopting
• Undertaken the S&P CSA for 2nd consecutive
with the UN Sustainable Development year; benchmarking with the highest standards
green initiatives, new-age technologies, sustainable
procurement, waste recycling, and mitigating climate
Goals (UN SDGs), our focus is on • Registered as a participant in the UN Global change by reducing emissions.
reducing our environmental footprint, Compact, committing to its 10 principles
Mastek places a strong emphasis on sustainable
involving Human Rights, Labor, Environment and
and ensuring the well-being and Anti-corruption
procurement guidelines and ethical sourcing practices
for our suppliers. This demonstrates a commitment to
prosperity of individuals and the • Continued to plant trees across 4+ countries, responsible sourcing, environmental awareness, and
communities in which we operate. supporting a collaboration with the official ethical considerations on a broader scale.
partners of the UN Decade on Ecosystem
Reforestation and World Resources Institute Workplace Sustainability
• Maintained a record of zero data breaches; We will ensure to include sustainability considerations as
not listed on any black or polluters list a key aspect for workplace decisions related to people's
health and safety, well-being, equal employment
opportunity, diversity, and non-discrimination.

Social Sustainability
We will operate in a manner that balances social and
economic impacts, striving to minimise any adverse
effects on the local community. We aim to contribute
through location-focused integration models of
community partnerships, volunteering programmes, and
CSR initiatives, ensuring sustainable social change as a
cornerstone of our conscious corporate citizenship.
Our Commitments Mastek’s Contribution to UN SDGs Governance
Achieve Net-Zero Emissions for Mastek UK by FY30 Aligned with 12 SDGs as part of its ESG framework, Mastek "Our journey is more than just
We will demonstrate good governance by incorporating
Touch a million lives through our CSR programmes is dedicated to advancing the United Nations Sustainable technological advancements; it's about
sustainability principles into our business processes
by FY28 Development Goals (SDGs), a global initiative aimed at creating a sustainable and equitable and activities. We will conduct business by deploying
building a sustainable future. Progressing these goals is
Achieve 25% Social Return on Investment (SROI) in UK world. We are dedicated to practices that the highest standards of personal and corporate codes
integral to our strategy, driving sustainable and inclusive
by FY27 ensure establishing, and maintaining a of practice, ethics, integrity, and compliance with
growth within our organisation.
To be achieved progressively with the targets – all applicable laws, regulations, and adherence to
culture of environmental sustainability,
sustainability standards and frameworks.
social values, and governance transparency
10% 15% 20% 25% within our organisation and across all Stakeholder Management
Dec FY22 Dec FY24 Dec FY25 Dec FY27 the stakeholders. This commitment to We will continue to ensure good governance and
excellence is at the heart of everything we transparency with our stakeholders. We will encourage
We have successfully achieved the 15% target for Dec FY24.
communication, consultation, and collaboration with
do. We continue to innovate and lead with
all stakeholders and work towards sustainable and
a focus on sustainability and inclusivity for substantial growth for all.
a brighter future."
Leadership Commitment
Ashank Desai, Chairman
Mastek leadership is focused on the effective
Aligned with implementation of sustainability policy through
strategies, widespread awareness, structured
programmes, essential investments, necessary resource
allocation, and concrete actions in all processes and
services across the globe. We will have appropriate
controls and periodic reviews for the effectiveness
of this policy, to emerge Mastek as a sustainable
organisation globally.
 Mastek Limited About How We Building a Statutory Financial Shareholder
56 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 57

Environment
Advancing Our Green Agenda

Our Initiatives
In India
CARBON OFFSETS
We initiated our carbon offsetting journey by contributing (tCO2e)
to renewable energy sources projects, as well as energy-
efficient cook stoves and reforestation projects across India 1,440.05
2022-23
over the last three years. 1,441
2021-22
553.58
554

2020-21 516
516

Total emissions Total offset

Emission Reduction Targets for Mastek UK

• We aim to decrease our market-based carbon
emissions, including supply chain emissions,
to 1152 tCO2e by 2025, reflecting a 20.00% reduction
(equivalent to an average reduction of 10% YoY from
the baseline reporting period of FY23 through FY25)

• We commit to conducting annual reviews of our GHG

emissions, followed by resetting targets and action
plans at the end of the fiscal year FY25

• Our goal is to achieve Net Zero emissions by

2030, aiming to reduce emissions by over 80%
and offsetting the remaining 20% through carbon
removal projects

Carbon Reduction Initiatives

• Encourage Mastekeers to transition to
Sustainability is the core of our business
electric vehicles
model, integrated in our day-to-day Re
gy t sp
operations. We recognise the potential of er men So • Prioritise contracted workers whose companies
on ing

e u
En

g are certified Net Zero by 2030

sib

digital technology in helping us transition to a

rc
na

le
Ma

• Adopt sustainable fuel flights for air travel

low-carbon economy and are cognisant of the
once available
role we play in the ecosystem. Implementing
Our • Give preference to collaborating with supply chain
smart solutions to reduce our carbon Focus vendors committed to reducing their Scope 1, 2
footprint and advance environmental and Areas and 3 emission sources
In UK
Man

economic causes is a priority for us.

• Our goal is to become carbon Net Zero by 2030
t
en
ag

ge
em

en • Mastek UK has offset 1,853 tCO2e emissions, including

Wa

Climate Change Mitigation e t na

er

a at
st

M Scope 1, 2, and 3 emissions, along with associated

and Adaptation W Supply Chain emissions reported for the periods FY20,
We are committed to addressing climate change by FY21 and FY22
implementing measures to reduce our environmental
footprint. Through advocacy, awareness-raising, and
innovative technology solutions, we are reducing our water
and energy consumption while promoting sustainability By 2030, we aim to become
across our operations. By adopting sustainable practices,
we are working to diminish our reliance on natural Carbon Net Zero
resources, contributing to a greener future.
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Environment

Energy Management Water Management PAN-INDIA WATER CONSUMPTION

(KL)
Effective energy management is crucial for regulating Our water conservation policies diligently monitor office
and lowering our energy usage, leading to reduced water use, ensuring positive impacts on biodiversity, FY24 17,212
operational expenses. reducing local water withdrawal and minimising pollution.
Mastek has implemented several initiatives to conserve, FY23 17,074
Our Initiatives reuse and recycle water, including:
FY22 18,519
We are committed to reducing energy consumption • Installing faucet aerators in offices to control water
by optimising internal business operations through the flow and prevent wastage
following actions: • Promptly addressing water leakages to prevent
• Upgrading our HT and LT electrical systems to enhance wastage and loss
operational efficiency and reduce energy usage –
completed for Mahape office in March 2021.
• Installing energy-efficient VRV air conditioners, LED
lights, and solar geysers in cafeterias – completed for WASTE DISPOSAL (E-WASTE)
Mahape office in March 2020. (MT)
• Replacing R22 refrigerant gas with eco-friendly
alternatives whenever old ACs are replaced. FY24 4.29
• Continuing to establish new offices in LEED/Energy- FY23 4.2
certified buildings – our Amsterdam, Chicago, and
Romania offices are in Energy-certified buildings. FY22 4.29
• Transitioning to renewable energy supply sources
wherever feasible – all UK offices have renewable Positive Outcomes FOOD AND GENERAL WASTE
energy power sources.
• Offices in Chicago and Amsterdam were selected (in tonnes)
based on its energy certified building ratings.
FY24 2.363
GLOBAL KWH CONSUMPTION • UK offices at Reading, Leeds and Harrow are using
renewable energy for its operations. Waste Management FY23 1.112
1,631,427 Over the last three years, we responsibly disposed of
India
1,488,996
FY22 0.50
13 metric tonnes of e-waste through a government-
UK
51,137
91,285
Electricity Consumption authorised recycling vendor.

US-Dallas 76,839 PAN INDIA KWH CONSUMPTION We have intensified our commitment to environmental
82,927 IOT based initiatives
(kWh) responsibility with a strategic waste management approach
Egypt 2,677 across all our locations, focusing on Reduce, Reuse and • Implemented a SAS-based ESG digital dashboard
3,231
FY24 1,631,427 Recycle. Our goal is zero waste to landfills, achieved for global ESG tracking
136,343
KSA through streamlined processes and ongoing efforts to • Initiated a pilot project for IoT-based smart
118,870 FY23 1,488,996 convert waste into resources, along with: metering system at the Mahape office to monitor
KWh Consumption - FY23 KWh Consumption - FY24 FY22 1,075,785 and analyse HVAC systems
Initiatives for Responsible Consumption
• Reducing plastic water bottle usage
• Minimising printing paper consumption
• Employee education and awareness
Responsible Sourcing Environmental Management • In-house segregation and recycling 100%
of organic waste
In our commitment to responsible sourcing, we – Certifications
• Partnerships with external recyclers for responsible
• Actively switch to eco-friendly or less-polluting • Accredited with ISO 14001 – Environment
e-waste and hazardous materials disposal,
alternatives, such as refrigerants with lower ozone Management System and ISO 45001 –
in accordance with government regulations
depletion potential Occupational Health & Safety Management System
for Indian offices • Advocating for economy class travel and
• Prioritise procuring products with high energy or promoting carpooling for office commutes
green ratings • Accredited by DNV for ISO 14001:2015 & ISO
45001:2018 for Indian offices at Mahape, SDF4
Seepz and Acropolis Ahmedabad 10.35 tonnes
E-waste reduction since 2021
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People
Nurturing a Culture of Innovation
and High Performance Differentiated Employee Growth at Mastek
Experience The Genesis HRIS has been a great learning resource
with modules on ESS (Employee Self Service), MSS
Our unique Mastek 4.0 culture is based on open (Manager Self Service), Performance Management
engagement, defined ethical values and extensive System (PMS), Offboarding, LMS (Learning Management
information sharing and is driven by employee-friendly System), Succession Planning, Career Development and
policies. People across Mastek are organised as self- Compensation. Integrating HRIS has refined our strategies,
managed teams, rather than in a command and control- streamlined operations, and is facilitating data-informed
based hierarchical structure. decision-making to achieve our strategic goals.

‘A Great Place to Work’ Certified Rewards and Recognition

Organisation Mastekeers delivering excellence, are recognised and
Here, Mastekeers get nurtured to ensure their well-being, rewarded through the 'MORE' platform, which offers both
trained to upskill, reskill as well as cross-skill, and more monetary and non-monetary rewards. This platform sees
importantly, contribute to making decisions concerning approximately 20% usage.
their quality of work and life.

Global Support
We have established worldwide online help-desk services
while expanding the capabilities of the Mastek BFF Chatbot
to cover our Oracle service line.

Committed to Learning and

Development All freshers and apprentices of
We believe in the potential of our people and their
FY24 are AI-enabled.
desire to do well both professionally and at a personal
level. To help them reach their full potential, we provide
a wide range of learning courses and development Apprentice Programme for Home
opportunities. This includes building a talent pool for Office at UK
future roles and supporting existing business needs through
In addition to the LEAP programme for freshers, we also
customised upskilling, cross-skilling initiatives, and global
hosted a group of 11 apprentices at our UK Leeds Office.
learning programmes.
These apprentices are part of the UK government's
apprenticeship programme, focusing on DevOps skills.
Learn, Explore, Achieve and Progress They are currently contributing to our Home Office team
Our commitment to our people, yee He (LEAP) Programme as well.
plo alt
communities and other stakeholders Em h, In the Freshers LEAP programme, 303 Freshers were
ed nc
e an
is integrated into our daily operations, d
rie
W

onboarded across Oracle, Salesforce, Data Cloud business,

t
ia

el

Top Learning Areas

nt

l-b
pe

of which 294 successfully completed trainings. Overall, 99%

Sa

ensuring that every decision and action

ere

fe
Ex

ein

of these freshers, including the ones who initially joined us

ty

we take has a positive impact on them.

Diff

• Spring Hibernate • Snowflake

g

as interns, are allocated to various projects.

Our • React • NodeJS
In addition to technical and functional training, we provided
Focus • Java • Azure
Our 5,539 individuals, known as 'Mastekeers,' embody freshers with soft skills courses and Gen AI learning.
Areas • AWS • Python
our collective strength. We have focused on building Working closely with TMG and business teams,
Incl
nt

a people-centric culture where each individual can we accelerated deployment with project-focused • Testing • Power BI
me

usi
d

prioritise their well-being, develop their skills, and make interventions in key skill areas, ensuring a seamless
an

on t

• Javascript • Oracle & C#

p

iv
lo

er

&
ng

informed decisions about their work and life quality, ve Be transition from campus to corporate and preparing them
si
i

De
n

y, lon
unlocking their true potential. Le
ar Eq
uit
ging for the next level of professional competition.
y,
 Mastek Limited About How We Building a Statutory Financial Shareholder
62 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 63

People

294 219 Programme Management Workshop

Freshers trained Mastekeers have completed personalised by Stackroute
specialist programmes tailored to their Mastek prioritises continuous strengthening of our Completed Count
AI Specialist Categorisation
programme delivery, a critical capability enabling us to of Mastekeers
roles, platforms, and verticals
179,150+ consistently deliver success and achieve our customer goals
with assurance. Identified as a core focus area in customer
Role
Architect Role
Learning hours clocked by Mastekeers Key Initiatives
satisfaction surveys, this training helps us enhance Business Analyst Role
Power Learning Weeks consultative engagement and ensure assured delivery.
Engineer Role
Developed in collaboration with delivery experts across our
We partnered with tech giants such as Microsoft, Amazon, Finance Role
business units, the programme aligns with our current and
and Salesforce to host Power Learning Weeks. It was HR Role
future aspects of customer success. 163
inspiring to see Mastekeers actively engage, supported by Leadership Role
continuous leaderboards, exciting announcements, banners, Our first cohort of 11 nominated Mastekeers across the
Marketing Role
and screensavers for widespread participation. US, the UK and AMEA regions successfully completed the
Oracle Consultant Role
6-months intensive workshop, customised by external
Fireside Chat on the ‘Future of AI’ partner Stackroute, equipping these certified Mastekeers Project Manager Role
to pioneer and champion future workshops. Sales Role
To deepen its AI education commitment, Mastek hosted
an engaging 'Fireside Chat' featuring renowned AI expert Legal Role
Dr. Andrew Ng and our CEO. With over 500 Mastekeers
in attendance, this live session provided invaluable
72% Vertical
Healthcare
insights into AI's transformative potential and its impact Self-learning via Learn Anytime Manufacturing
on industries. Anywhere (LAA) platforms like Retail 5
Udemy, Coursera, etc. Government
Blending Holiday Season with AI-Contest
Finance Vertical
Our 'FUN with Gen AI Contest' during the festive period
Platform
challenged participants to create digital avatars using
Generative AI tools, spreading cheer with personalised 28% Azure
New Year wishes. The response was phenomenal – over AWS
Virtual learning in classroom
100 unique entries displayed playful imagination and the Salesforce 33
boundless potential of AI.
AI Capabilities Development Microsoft

31
Oracle
We are actively developing AI capabilities for Mastekeers Celebration of GenAI week
through tailored training and hands-on workshops. Grand Total 201
As we wrapped up the fiscal year, we highlighted learnings Average learning hours of each Mastekeer
This empowers them to utilise AI technologies effectively,
of five days of insightful sessions, competitions, and
staying ahead in the evolving technological landscape and
external sessions. The energy and enthusiasm of our
delivering innovative solutions to clients.
Mastekeers made GenAI Week truly memorable, with over

AI for ALL - GenAI Enablement

900 participants contributing to its smashing success. ~1,100 Received the prestigious NASSCOM
In today's rapidly changing tech landscape, Mastek is not
Certifications added encompassing skills Digital Skills Awards 2023 at
just keeping pace, but actively leading the way with its
The Global Mastekeer Programme such as Microsoft, Agile, Amazon, Oracle, Chennai
commitment to Generative AI. As a dynamic centre of learning and collaboration, this Salesforce, RPA, DevOps, Commerce For our efforts to DecompleXify Digital
programme empowers Mastekeers to navigate intricate
Recognising its transformative potential, Mastek launched Tools, Testing, and ITIL
international projects, prepare for cross-cultural
the 'AI for ALL Enabler Level programme', aiming to interactions, and refine global etiquette, enabling them
empower every Mastekeer worldwide with the knowledge to excel on the global stage.
and skills essential to thrive in the AI era.
This comprehensive programme covers AI technologies, The Leader’s Connect sessions buzzes with contagious
tools, and practical applications, ensuring every Mastekeer energy, consistently drawing an average of 80-150
is prepared to contribute to the company's AI-first vision. Mastekeers each session, eager to learn insights and grow.
Leaders from the UK, US, and India have generously guided
Mastekeers with their invaluable experiences, making this
programme a grand success.
81% Mastekeers today, are
Our newly introduced Mastekeers Panel Connect sessions
AI-enabled, marking a pivotal featured first-time travelers sharing their impactful
milestone in our ongoing journey. experiences, further enhancing our collective knowledge
and global perspective.
 Mastek Limited About How We Building a Statutory Financial Shareholder
64 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 65

People

Health, Well-being and Safety 28% Mastek's Gender Reassignment

Mastek places a strong emphasis on individual and Women employees
collective well-being. Mastekeers' comfort and satisfaction Policy
contribute to organisational productivity and success,
leading to happier and more fulfilling lives. While 19.5% Mastek supports all Mastekeers who identify
themselves as transgenders with its Gender
encouraging them to set themselves up for wins, we design Women leaders in the middle management Reassignment Policy. We are committed to providing
various interventions that ensure their good health, well- a workplace that is inclusive, respectful, and
being and safety at workplace. supportive and offer
15.1% • Leaves provision pre and post reassignment
Women in Senior Leadership roles • Counselling support and assured team support
are provided to lend a helping hand in
their journey of transition to a gender they
13.0% identify with

Women in the Executive Leadership roles

100%
Women rejoined post maternity break
Recognised as one of the Top 25
Safest Workplaces in India at the
KelpHR PoSH Awards 2023
Diversity at Various Locations

16.2%
Middle East 12.5%
Rest of the World
24.8%
North America/ 19.7%
Diversity, Equity, Inclusion
Canada UK/Europe 34.3%
India
& Belonging
Mastek aims to achieve 40% gender diversity by FY26.
Our inclusive culture values every Mastekeer, promoting
respect, belongingness, empowerment, and progress.

Ongoing Support for Women

Returning to Work
Our 'ReShine' initiative supports women returning to work
after maternity breaks, reflecting our commitment to
diversity and equal opportunities.

Women in Leadership Roles

In FY24, there was a 30% representation of women in
leadership roles.
 Mastek Limited About How We Building a Statutory Financial Shareholder
66 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 67

Community
Towards a Better Quality of Life
Creating Value for Our Communities
Operating with clear objectives aligned with the principles
of Give, Engage and Build, the Foundation focuses on

• Improvement of health, education, social infrastructure

and women empowerment specifically in the rural areas

• Projects across community development, fundraising

and IT support for non-profits are taken up periodically

• Collaborating with Mastekeers to promote societal

contributions through volunteering, donations and
payroll giving

• Leveraged external communication to align 16

organisations with eight United Nations Sustainable
Development Goals

Supporting the Agrarian economy Promoting education & gender equality

Ensuring environmental sustainability

Reducing child mortality and
improving maternal health
Promote sustained, inclusive and sustainable
Eradicating extreme hunger, poverty, economic growth, full and productive
malnutrition and promoting healthcare employment and decent work for all

Rural development project Take urgent action to combat climate

change and its impacts
Eradicating hunger for underprivileged
and destitute children

WASH in school

We are committed to making a meaningful K 3.7 crores

impact in the communities where we operate Total amount contributed
e
and belong, through Mastek Foundation, the iv

133,060
G

CSR arm of Mastek in India. Our aspiration is

to touch a million lives by FY26.
Lives impacted
Engage

Based on
Mastek Foundation Three
Established in 2002, 20 years before the CSR term was Pillars 250
coined, Mastek Foundation serves as Mastek's CSR arm in Birds and animals supported
India. Our mission is to inspire Mastekeers to contribute
back to the community by sensitising them to the issues Recipient of the ‘Best
and needs of the community and engage them through
Bu 16 Company for CSR Activities’
volunteering opportunities to give back. In addition to this, il d
we support credible non-profit organisations to scale and
Social organisations accolade in Gujarat
build their capabilities through our core skill supported across five states
of Information Technology.
 Mastek Limited About How We Building a Statutory Financial Shareholder
68 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 69

Community

Mastekeers Give Responsibly Vicharta Samuday Samarthan Manch Blood Donation Camp
I 25,00,000 for the Participatory Water Management Our NGO Partners
Employee Payroll Giving programme in Banaskantha and Patan, Gujarat We are more than just financial supporters of NGOs we
We were able to reach 1,620+ beneficiaries through work with. By actively engaging in their projects, we
partnerships with organisations like SEAL (Social & Vidyadaan Sahayyak Mandal gain firsthand insights into how our contributions are
Evangelical Association for Love), Sangopita and Cuddles I 25,00,000 for the 'Empowered Students, positively impacting the communities we serve. This
Foundation. Additionally, we are working with global Empowered Nation' initiative in Maharashtra direct involvement allows us to better understand their
charity partners including Samaritans and Macmillan Cancer needs and challenges, enabling us to tailor our support
Support in UK, Ronald McDonald House Charities in US The Green Code Initiative more effectively.
and Shraka from the Middle East, expanding our reach and 30 Mastekeers donated blood at the Blood Donation
The Green Code initiative has significantly reduced We conduct regular visits to witness firsthand the impact
impact globally. Camp organised in collaboration with Navi Mumbai
greenhouse gases, benefiting clients directly. We have of these changes at the grassroots level. During these
trained over 100 Mastekeers, making a significant Municipal Corporation.
Christmas Fundraiser visits, we have seen a growing awareness among people
investment of expertise and funds. Leveraging our about the benefits around them, such as safer drinking
technological capabilities, we have led in hardware The Global 'Gratitude is Attitude' event
water provided by Mastek Foundation in schools we
recycling, returning valuable resources to the community. support. The funds allocated for education, water, and
forest conservation are being utilised effectively, leading to
Celebrated the Joy of Giving during Daan Utsav significant positive outcomes in these critical areas.
These observations underscore our commitment to
responsible giving and our dedication to making a tangible
difference in the communities we care about.

Achieved a remarkable 37% participation rate in Digital

Payroll Giving, with over 114 Mastekeers generously
Masketeers collected and donated old clothes, bringing contributing around I 10,00,000 to support our esteemed
warmth and support to slum communities in Gujarat, Mastek Foundation matched funds totalling I 1,25,000 with charity partners in India.
Maharashtra and Haryana, demonstrating the power of employee donations, resulting in a combined fund of
community and generosity. I 2,50,000, disbursed to eight NGOs.

Inspired Musical Fundraiser Tata Mumbai Marathon

Mastek Foundation Meetup

49 Mastekeers participated in the Tata Mumbai Marathon,

The 10th edition of our fundraiser achieved a record to support underprivileged children fighting cancer, and
I 1,00,03,000, with Mastek matching donations up to extend support towards the welfare and rehabilitation
I 50,00,000. The entire amount was donated to NGOs for of animals.
education, water, and forest conservation.

Snehalaya
I 50,00,000 for the Miyawaki Forest project in Chikhalgaon, Our office played host to a gathering of all our NGO partners, where we facilitated collaboration and
Thane District. knowledge exchange, showcasing our mutual support and shared objectives.
 Mastek Limited About How We Building a Statutory Financial Shareholder
70 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 71

Community

Rays of Hope Ministries Apnalaya

Project Details Project Details
ANNA DAN (Feeding Programme) Improving Access to Maternal and Newborn Health
The goal is to prevent malnutrition and its related consequences Enhancing access to maternal and newborn healthcare for
among destitute children, build a healthier younger generation, Mumbai's urban poor while mitigating the gaps in the public
and provide support in nutrition and education to help them healthcare system.
thrive in life.
PRASAD Chikitsa
World Vision India Project Details
Project Details Supporting UN SDG's namely No Poverty, Zero Hunger,
Water, Sanitation and Hygiene Climate Action and Life on Land
Ensuring children and families have access to clean drinking water This led to
and promoting good hygiene and sanitation practices. ● Increased production of fruit orchards
● Expansion of cultivation area for indigenous rice
● Promotion of jasmine cultivation among farmers
GOONJ ● Establishment of bamboo handicraft businesses
● Setting up honeybee production units by farmers
Project Details
Ensuring Water Security and Ecological Conservation
through Urban Surplus
Saajha
Promoting water security and ecological conservation by Project Details
managing urban surplus.
Supporting Children going to Government Schools
Parents are enabled to identify their children's challenges by
SOS Children’s Villages of India conducting simple assessments over phone calls, evaluating their
reading and math abilities. Relevant learning solutions are then
Project Details provided to parents through WhatsApp, with ongoing support
Holistic Development of Parentless Children offered through regular calls and messages to ensure effective
implementation.
Empowers vulnerable families in communities to become
financially independent, thereby enabling them to create
safe and nurturing spaces for children under their care. Khushboo Welfare Society
Project Details
Creating Impact at the Grassroots Snehalaya
Day Care Centre (PwD)
Project Details Relieving families by caring for children part-time, offering long-
term care, and promoting self-reliance through life skills and
Cuddles Foundation Adhyayan Foundation Forest Conservation
therapeutic programmes.
We contributed I 50,00,000 to Snehalaya for the Miyawaki Forest
Project Details Project Details project located at Chikhalgaon in Thane District.
Shrimad Rajchandra Jivadaya Trust
Food Heals® Programme Goa Systemic School Improvement Programme
a. Counselling and Diet Planning: Nutritionists assess a child’s Aims to enhance leadership and learning outcomes in schools Vicharta Samuday Samarthan Manch Project Details
grade of malnourishment, plan their diet, and monitor their by enabling educational leaders to:
Treatment Cost for Animals and Birds
progress. Cuddles evaluates side effects that may negatively a) Establish a standardised framework for measuring Project Details
impact the child’s nutritional status. The Animal Welfare project supports the rehabilitation and
school quality Water Conservation recovery of animals and birds at the Shrimad Rajchandra Nursing
b. Food and Supplements Aid: They aid and support the child b) Implement tech-driven systems to track and utilise Home, providing post-surgery care, follow-up treatments, and
and family by providing nutritional supplements, hot meals, data collaboratively for continuous improvement We contributed I 25,00,000 to Vicharta Samuday Samarthan
ongoing medical support.
in-meal supplements like eggs, milkshakes, bananas, and Manch for the Participatory Water Management Programme in
monthly ration bundles for a family of four. c) Develop a sustainable plan for school improvement Banaskantha and Patan, Gujarat.
c. Caregiver Support: They support patient families with the
aligned with the National Education Policy, 2020 Navasrushti International Trust
knowledge to make healthier food choices by organising parent Vidyadaan Sahayyak Mandal Project Details
support group meetings, videos, and educational talks. Jeevan Samvardhan Foundation
Project Details Providing Resilient Livelihood
Project Details Offering vocational skills training to economically disadvantaged
Educational Scholarship
Eradicating Hunger for Underprivileged and Destitute Children individuals and providing support for entrepreneurship through
We donated I 25,00,000 to Vidyadaan Sahayyak Mandal for mentoring and financial assistance.
Offering a home-like shelter for homeless children, providing the 'Empowered Students, Empowered Nation' initiative in
nutritious food, ensuring quality education, and nurturing the Maharashtra.
health and well-being of vulnerable children.
 Mastek Limited About How We Building a Statutory Financial Shareholder
72 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 73

Community

UK Social Initiatives

Transforming Futures by
Alzheimer's Society via Just Giving Transforming Classrooms
Project Details
Ms. Alpa Desai, Headmistress of Government
Supporting the chosen charities of Carolyn Prately, Emma Bell High School Balli, South Goa, and leader of her
and Ann Walker
hub comprising four other schools, mentored
eight primary schools to significant success
Duchenne UK this year, with 37 improvements aligned to
Project Details national benchmarks.

Supporting Duchenne UK to bring the best care to those affected Alongside 38 other leaders, Ms. Alpa supported
by Duchenne muscular dystrophy 40 peers in the schools' improvement efforts,
recognised by Ms. Sulochana for their dedication
Greater Manchester Mayor’s Charity to quality education in Goa.

Project Details Under the leadership of Ms. Sneha Gaonkar,

Providing 75 warm beds to the vulnerable members of the all eight schools of the Sheldem Hub have
community in Manchester flourished. Students actively engage in
playful learning, teachers are dedicated to
Grocery Aid making lessons engaging, and classrooms are
vibrant. Ms. Gaonkar's mentorship resulted
Project Details in 85 improvements aligned with the national
Supporting those in the grocery industry who need benchmark of school improvement.
extra assistance
In Goa, throughout 2023-24, a total of 4,200
Pelastakaalapset Finland improvements have taken place across 410
schools, with over 3,660 improvements
(Children of Ukraine) progressing from level 1 to level 2 as part of the
Project Details 'No School Left Behind' campaign supported by
Providing aid and care for children in Ukraine through the Chief Minister.
Save the Children

NHS Together Charities

Project Details
Supporting the staff, volunteers, and patients of NHS

Nishkam SWAT
Project Details
Water bottles to be distributed to the vulnerable community
within Reading Town Centre

Royal Berkshire Hospital Charity

Project Details
Funded bladder scanner for Maternity Patients to help diagnose
and manage urological conditions for expecting mothers

Charitable Contribution to
Waltham Forest Charity
Project Details
IT Hardware for vulnerable members residing in the council
Employment to unskilled and low-skilled council residents
Charity events for <15-year-old kids in STEM
 Mastek Limited About How We Building a Statutory Financial Shareholder
74 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 75

Governance
Committed to Strong and Ethical Performance
Governance Structure
Mastek’s layered governance structure empowers the Board to set corporate objectives and grant management the
autonomy to achieve them within a defined framework, thus facilitating an environment conducive to sustainable
and profitable growth.

Our Corporate Governance Structure

The Committees of the The Management Team at

Board of Directors Board at the Apex level the Operational level

Continuously Enhance our Systems and Processes through

Mastek is committed to operating with Our Priorities

integrity, transparency, and adherence to all • Strong corporate governance: Prioritise robust Strategic Supervision Executive Management Operational Management
applicable laws and regulations. By upholding corporate governance practices to build trust The Board of Directors, comprising The corporate management team, The business unit head of the
the highest standards, we ensure trust, and safeguard the interests of both shareholders Executive, Non-executive, and including the Managing Director respective geography
and stakeholders. Independent Directors and the Executive Committee
sustainability, and success in our operations. • Account leadership team and
• Integration of ESG priorities: Committed to composed of functional heads
The power of clear and effective governance forms the geo leadership team look at
continuously enhancing our systems to seamlessly Strategic Direction at Mastek
cornerstone of our management philosophy. Our policies all the functional aspects of
integrate Environmental, Social, and Governance • Play a pivotal role in setting • Monthly performance reviews customer and geography
and principles intricately shape our goals, elevate
(ESG) priorities into our business conduct. goals and targets, establishing and monitoring are conducted,
risk management, and propel us toward performance
policies and defining addressing business challenges
excellence. Entrusted with steering the Company’s vision • Compliance with anti-corruption laws:
governance standards
and ensuring seamless oversight, our global leadership Diligently ensuring compliance with anti-corruption • Formulating strategies
team diligently charts our strategic course and upholds laws of different geographies where we operate. • Reviewing, assessing and and policies and ensuring
efficient administration. approving the strategic the Board is informed of
• Employee training: Conduct mandatory
direction and initiatives significant developments
annual training sessions covering all aspects
of governance for all employees, including • Assessing and understanding
but not limited to Anti-Bribery, Data Security, the issues, forces and risks
POSH (Prevention of Sexual Harassment), and that define and drive our
Infosec (Information Security), reinforcing our long-term performance
commitment to ethical business practices.
Supervisory Role
• Engagement of leadership: Our Board of
Directors and Senior Management actively engage • Monitors corporate
in setting strategic goals that align with our performance and executive
ESG commitments. team behaviour

• Embedding sustainability: We strive to ensure • Ensure the organisation and

that sustainability and responsible business executives function ethically
Our Approach and in accordance to the
practices are at the forefront of all our
Driven by a commitment to transparency, we voluntarily decision-making processes. well-defined course of action
adopted SEBI’s BRSR mandate in 2021, positioning us among
• Third-party assessments: We undertake thorough • Actively discuss the various
India’s top ten companies recognised for sustainability
third-party assessments aimed at coordinating a ESG initiatives of Mastek
efforts by SASB. Our proactive approach is highlighted by
well-balanced blend of metrics, oversight, and and encourage the senior
our participation in S&P Global’s CSA, demonstrating our
outcomes in our engagements with external management to go beyond
dedication to superior corporate responsibility. With an
partners. This ensures seamless alignment with regulatory requirements
impeccable track record of data security—zero breaches—
and a strategic focus on enhancing shareholder value, our corporate policies and values.
we uphold our commitment to excellence.
 Mastek Limited About How We Building a Statutory Financial Shareholder
76 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 77

Governance

Board of Directors

Expertise
Mastek’s Board comprises members with diverse expertise, a wealth of knowledge across governance,
technical, financial and non-financial matters.

Charitable Initiative Ashank Desai Ketan Mehta Marilyn Jones Rajeev Grover Suresh Vaswani Umang Nahata

Financial Management     
Technology      
Mergers and Acquisitions      
Global Business Perspective      
Strategy and Planning      
Governance and Compliance      
Risk Management       Ethics and Integrity ZERO
Operations and General       Our commitment to integrity–acting ethically and treating
Management
Total amount of monetary losses due
people, their data, and the environment with respect,
to legal proceedings associated with
is at the heart of our business.
user privacy
Board Committees BOARD EXPERIENCE
The Board has delegated its authority to various Board (%) An Ethical Culture
Committees, tasking them with addressing governance The Board holds the responsibility to drive the strategy,
ZERO
issues and reporting their activities to the Board quarterly.
17% 83% based on an ethical foundation, to support a sustainable
business that creates value for Mastek, its stakeholders, No. of users whose information is
● Audit Committee 21-30 years >30 years society, and the environment. The Board ensures that used for secondary purposes
● Nomination and Remuneration Committee our Company functions as an ethical organisation and it
discharges this responsibility by ensuring that a robust
● Stakeholders Relationship Committee BOARD AGE PROFILE
(%)
and resilient framework is in place. We have put in place Compliance
● Corporate Social Responsibility Committee systems, procedures, and monitoring structures to drive
We ensure that all regulations are respected in letter and
the effectiveness of the framework.
● Risk Management and Governance Committee spirit. We abide by all the laws and uphold the highest
The Directors are competent and act ethically in
83% 17% discharging their responsibilities to provide strategic
standards of transparency and accountability. During the
reporting period, no significant fines or non-monetary
45-70 years >70 years direction and effective governance.
sanctions for non-compliance were levied on our Company.
No legal actions were taken regarding anti-competitive
Data Privacy and Cybersecurity behaviour or violation of anti-trust or monopoly
Our customers’ trust is imperative to us. We are conscious legislation. Compliance is an essential element of our
of our responsibility to protect business information and culture of integrity that calls for responsible conduct from
personal and critical data. As an organisation, we are Mastekeers, Directors, and third-party business partners.
committed to adopting and implementing methodologies
and processes that enhance data privacy and security. Internal Control Framework
We implement and maintain reasonable cybersecurity We have put in place an adequate internal control
practices and procedures appropriate to the nature of the system to safeguard the Company’s assets and to ensure
information we maintain, including the relevant technical, operational excellence. Our internal controls framework
administrative, and physical procedures to prevent loss, covers financial, operational, compliance, and information
misuse or alteration of personal information. technology controls, as well as risk management policies
Our platforms enable us to monitor and measure data and systems. The system also diligently records all
accuracy continuously. We only use data from reputable transaction details and ensures regulatory compliance.
sources, and we have quality control systems to improve We have well-established risk management processes
accuracy, along with tools to help data providers improve embedded within the business that enables us to identify,
the data they supply to us. evaluate, record, and monitor significant risks.

3 95% 64 years
Independent Directors Average attendance rate Median Director age
on the Board at Board meetings
 Mastek Limited About How We Building a Statutory Financial Shareholder
78 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 79

Board of Directors
Strong Foundation for Responsible Growth

the Asia-Pacific region. In recognition of his contributions

to NASSCOM and the IT industry, he was honored by Prime
Minister Shri Narendra Modi. Additionally, he received the
Honourable Contributors Award from ASOCIO, being the
only Indian to receive this accolade twice.

Mr. Desai has been awarded the 'Distinguished Alumnus'

Award from IIT Bombay and the 'Fellow of the Society'
honor from the Computer Society of India (CSI). His
achievements include the Lifetime Achievement Award
Ashank Desai from the Indian Merchants Chamber and the Dataquest Rajeev Grover Suresh Vaswani
Lifetime Achievement Award in 2021. Furthermore, he
Principal Founder and Chairman, Non-executive and Independent Director Independent Director
received the prestigious Outstanding Entrepreneur Award
Non Independent Director
at the Asia Pacific Entrepreneurship Awards (APEA) AC CSR NR RMGC NR AC SR
RMGC AC CSR in 2010.

Mr. Ashank Desai is an esteemed Information Technology Beyond his contributions to the IT industry, Mr. Desai has Mr. Rajeev Grover is a B.Com (Hons.) graduate from Mr. Suresh is a seasoned global technology and IT services
(IT) industrialist, and an alumnus of both IIT Bombay and made significant social contributions. He has endowed Shri Ram College of Commerce, University of Delhi. leader with an exceptional track record for building, scaling
IIM Ahmedabad. the Centre for Policy Studies at IIT Bombay and initiated He is a member of The Institute of Chartered Accountants and transforming businesses. He serves on boards of a
a Leadership and Organisational Development Centre at of India and The Institute of Company Secretaries of India spectrum of companies from Publicly Listed to Private
As the Founder and Chairman of Mastek, Mr. Desai
IIM Ahmedabad. and has over three decades of rich and diverse experience Equity owned to next generation growth/early stage firms.
brings over four decades of extensive experience in the
across Finance, Operations, General Management and Mr. Suresh is a key Tech Sector Operating Partner with
IT industry. He has had a long stint as Chairman and For the past 20 years, Mr. Desai has been actively involved
Business Transformation across Professional Services and Everstone Capital and on the board of Goldman Sachs
Managing Director of Mastek, demonstrating exceptional in the higher education sector, serving on the boards of
Financial Services organisations like Mercer Consulting, investee companies – Omega Healthcare, Apexon, QMetry,
leadership in managing complex organisational challenges IIM Ahmedabad, IIT Jodhpur, Goa Institute of Management,
Hewitt Associates (now Aon Hewitt), eFunds Corp. (now and Everstone investee companies – Mediamint and Innoven,
and providing insights into both Indian and global IT and several other institutions.
part of FIS), GE Capital International Services (now He is also the Founding Partner and Chairman of Alphatron
industry dynamics. His expertise and business acumen
He also guides the Mastek Foundation, which aims to Genpact) and American Express. Capital, a US-fund focused on the tech sector in India.
significantly benefit the company and its board.
promote 'Informed Giving and Responsible Receiving.'
He has been one of the pioneers of the Business Process Mr. Suresh has over three decades, of experience in top-
Recognised as a veteran in the IT industry, Mr. Desai is On a personal level, his founding efforts, donations, and
Outsourcing industry in India and has led the setup for notch IT companies Dell, IBM and Wipro. He has served as
one of the founding members and a former Chairman of board involvement in numerous NGOs have positively
three organisations in the country. In his last role as the the President of Dell Services, Co-CEO and board member
NASSCOM. He also served as the President of the Asian impacted at least 200,000 teenagers and adults from
Global Head of Operations at Mercer Consulting, he was Wipro and General Manager at IBM Global Technology
Oceanian Computing Industry Organisation (ASOCIO), an low-income backgrounds, providing leadership, vocational,
responsible for driving operational excellence across Services. In his career, Mr. Suresh has incubated and built
IT industry association encompassing over 20 countries in and entrepreneurial training.
multiple lines of business in over 25 countries, including next generation IT businesses, transformed businesses,
shared service centres spread across India, Poland, built strong customer relationships, driven revenue growth
Portugal, China and Ireland. and profitability, expended into new markets, acquired
several companies, forged global alliances and built world-
He is a Founder Director of ExempServ Professional
Mr. Ketan Mehta co-founded Mastek in 1982 and is also class winning teams.
Services Private Limited, serving social sector
a Board member. He earlier served as a member of the organisations. He is also a Non-Executive Treasurer of Mr. Suresh is an alumnus of Indian Institute of Technology,
Board of Directors of Mastek until June 1, 2015, after SOS Children’s Villages of India, which is one of the Kharagpur with an MBA from Indian Institute of
which he focused exclusively on the Majesco business. largest self-implementing independent non-governmental Management, Ahmedabad.
During his long stint with Mastek, Majesco and its social development organisations focused on children’s
affiliates, he has handled multiple functions including development. In addition, he serves on the Academic
sales, delivery and general management. He was the & Business Advisory Council of Fortune Institute of
driving force behind the conceptualisation and execution International Business, a higher education institution.
of Majesco’s insurance strategy, including acquisition and
integration of seven insurance technology companies over
Ketan Mehta the last thirteen years. Prior to that, he also spearheaded
Founder, Non-executive and Non-independent Director Mastek’s joint venture with Deloitte Consulting.

SR NR From October 2018 to September 2020, Mr. Mehta served

as Chairman of the Board of Majesco (USA entity), when he
played a pivotal role in selling Majesco business to private
Mr. Ketan Mehta has a Management Degree from the equity firm – Thoma Bravo. Prior to that, he served as the Chairperson Member
Indian Institute of Management (IIM), Ahmedabad and President of Majesco (USA entity) from 2000 until March Audit Committee (AC), Stakeholders’ Relationship Committee (SR), Corporate Social Responsibility Committee (CSR),
has significant experience spanning four decades in the 2019, and Chief Executive Officer of Majesco (USA entity) Nomination and Remuneration Committee (NR), Risk Management and Governance Committee (RMGC)
Information Technology Industry. from July 2011 to October 2018.
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Board of Directors Management Team

Driving Growth Globally

Marilyn Jones Umang Nahata Abhishek Singh Arun Agarwal Arvind J

Independent Director New Shareholders’ Nominee Director President UKI & Europe Chief Financial Officer, Mastek Group Chief Human Resources Officer
(Non-Executive)
AC RMGC
RMGC CSR SR
Marilyn (Mamie) Jones is a consultant, speaker, author,
and former SVP executive. Her thirty-five-year corporate Mr. Umang Nahata was the founder and CEO of Evosys
journey has been marked by outstanding achievement and (Evolutionary System Private Limited), which under his
transformative influence. leadership has grown to become one of the top Oracle
Cloud partners globally.
Mamie has held numerous senior leadership positions at
notable organisations including Sabre, Travelocity, and He was also the CEO of Mastek’s Oracle Business and
Dun & Bradstreet, culminating her formal career at Intuit. President of Mastek North America, APAC and ME.
For her thoughtful and dedicated leadership, Mamie has He is a qualified Chartered Accountant and has worked for
won numerous awards including the Tech Titan CTO award other well-known IT Service companies earlier as well.
for North Texas and the coveted CEO Leadership award
Prajakta Talvelkar Prameela Kalive Raman Sapra
at Intuit. Chief Marketing Officer Chief Operating Officer President & Chief Growth Officer

As a celebrated keynote speaker, Mamie has presented at

numerous conferences across the United States focused
on driving organisational transformation. She has been a
steadfast supporter and attendee at many of the annual
Grace Hopper conferences which support women in
technology and STEM career opportunities.

Mamie has also served on the Advisory Board for Teradata

and the University of Texas, Dallas.

Ritwik Batabyal Surya Nunna Vijay Iyer

CTO & Innovation Officer Executive Vice President, AMEA President Americas

Chairperson Member Vimal Dangri

Audit Committee (AC), Stakeholders’ Relationship Committee (SR), Corporate Social Responsibility Committee (CSR), Chief Legal and Compliance Officer
Nomination and Remuneration Committee (NR), Risk Management and Governance Committee (RMGC)
 Mastek Limited About How We Building a Statutory Financial Shareholder
82 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 83

In the Spotlight — DecompleXifying AI By Mastek offers services to help organisations extend their Innovative Solutions for Enhanced
sustainability goals by centralising, assessing, managing,
reporting and benchmarking ESG practices. These services
Environmental Sustainability
aim to create a ‘one-stop’ solution for organisations seeking Enterprises trust us for the resilience and agility essential
to enhance their sustainability efforts. in today’s sustainable business landscape.

To address the growing pressure for ESG disclosures Mastek enhanced sustainability by streamlining operations
amidst evolving regulations, Mastek assists organisations with Oracle Cloud-based ERP, EPM, SCM, HCM, and UK
in implementing a comprehensive solution by utilising the Payroll solutions. This unified backend improved governance
existing ERP/cloud platforms, ensuring scalability to adapt practices and enhanced stakeholder trust.
to the objectives of the organisation and keep up with
regulatory requirements. For a Property Financial Service Provider
Mastek migrated their infrastructure from on-premises
Additionally, we assist organisations in adopting
servers to the cloud, cutting carbon footprint and energy
sustainability practices and addressing complex challenges.
use. This transition accelerated the underwriting process by
We achieve this through our tailored, adaptive project
30%, enhancing customer experience with faster responses
approach and technical expertise, enhancing their
and streamlined loan applications. These improvements
environmental, social, and governance practices while
offer potential long-term cost savings and reduced
driving long-term value and resilience.
technical debt.

Enterprise Performance For a US-based Single-family Rental Home Provider

Management Solution We used technology to boost efficiency, convenience,
and transparency. Custom software tools and Mastek's
Tailored Configuration and Setup
automation framework enhanced sustainability and
Develop a customised ESG dashboard using customer’s reliability. This led to significant cost reductions and a
existing solution, tailored to align with specific

Transforming ESG Commitment

smaller environmental footprint by minimising physical
sustainability challenges and opportunities in each sector visits and paper transactions, paving the way for
of operation. long-term benefits.

into Action for Organisations Global and Local Reporting Capabilities

Support both global ESG reporting requirements and
For a Cement Manufacturing Company
Our solution enhanced loading capabilities, adding over 500
local regulations, ensuring compliance with regional customers in a year and doubling truck turnaround time.
environmental and social standards while maintaining
ESG considerations are no longer merely optional. Numerous countries global benchmarks.
It minimised manual intervention, optimised processes,
and reduced energy consumption, waste, and
have developed regulations and standards that are now mandatory environmental impact. By preventing overloading, it
Integrated Sustainability and Financial Planning
across industries. These regulations ensure that businesses prioritise decreased vehicle wear, fuel consumption, and greenhouse
Integrate sustainability and financial planning, enabling gas emissions. Real-time material tracking further reduced
sustainability, ethical practices, and accountability, reflecting a global efficient resource allocation, optimised investments in transportation inefficiencies and improved customer
shift towards responsible corporate behaviour. sustainability initiatives and measurement of the financial engagement with transparent, timely delivery updates.
impact of ESG strategies.
“At Mastek, we recognise the integral role
Advanced Analytics for Sustainability Insights
of Environmental, Social, and Governance
Provide advanced analytics for sustainability insights,
(ESG) principles in shaping a sustainable,
facilitating transparent tracking of progress, trend
identification, and opportunity discovery, particularly responsible future. I'm dedicated to ensuring
in supply chain management. our strategies not only comply with legal
standards but also set new benchmarks in
Stakeholder Engagement and Communication
corporate responsibility. We're committed
Enhance stakeholder engagement and communication
to reducing our environmental footprint,
through improved ESG reporting, enabling effective
communication with investors, customers, employees and fostering a diverse and inclusive workforce,
communities. Enable the creation of engaging, tailored and upholding the highest ethical standards."
reports that address the interests and concerns of different
- Vimal Dangri, Chief Legal & Compliance Officer
stakeholder groups, fostering stronger relationships
and trust.
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84 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 85

Risk Management
Mitigating Risks and Uncertainties Proactively Our Principal Risks and Mitigation Strategies

Mastek’s risk management framework, approved by the Risk Management and Governance Risks Risk Management Plan
Committee, includes a wide range of protocols and programmes to address potential risks Growth Risk
associated with delivering products and services to clients.
In an era of disruption, our Company faces the potential for We actively expand our business and service
significant and unfavourable shifts in returns on capability portfolio while cultivating deep relationships with our
Our Approach investments due to fluctuations in industry or customer customers at multiple levels. This approach allows us
preferences. Innovation or changes in our customers' business to comprehend various factors and generate value,
The Board of Directors oversees the Group's risk • Identification and management of risk at micro, macro, or product portfolio mix can directly or indirectly impact our thereby supporting our customers throughout their
management approach, with support from the Executive functional, geographic, strategic, and operational levels company. Additionally, our revenue is concentrated in a few business life cycle.
Risk Committee, comprising all Executive Directors and
• Setting the strategy and process for managing the sectors in the UK, leaving us vulnerable to sector-specific
relevant stakeholders. This committee convenes quarterly
identified risk events or risks that may affect our business.
to scrutinise principal and emerging risks,
assess risk exposure and ensure adequate risk • Implementing a Risk Management process
management and mitigation. with the proper understanding of the risk and
Senior leadership actively monitors and manages risks in monitoring mechanism M&A-Related Risk
day-to-day operations, ensuring effectiveness within their • Driving risk awareness within the organisation that
areas of responsibility. The Group risk function supports A merger or acquisition is a complex process, involving We pursue such deals with a thorough approach,
includes appropriate training
business units and functions in their risk management various elements such as new stakeholders, international encompassing identification, agreement and closure
activities, owning and maintaining the risk management • Periodic updates and reviews by local entity Boards regulations, cultural differences and the necessity for smooth stages with rigorous diligence and valuation criteria.
framework and continuously monitoring its health across and the Mastek Board collaboration. These factors contribute to the challenge of Furthermore, we manage post-closure integration
the business. achieving effective integration and extracting value. meticulously through effective planning, execution,
and adherence to high standards of corporate
Ensuring the successful integration of acquired entities and
governance practices.
businesses post-acquisition is crucial. Failure to do so could
result in a decrease in the value of the acquired business and We handle integration comprehensively and
have negative consequences for the Company. methodically, placing utmost emphasis on integrating
culture and workforce processes.

Country Risk

Operating across APAC, the UK, Europe, MENA, India, and Our Company maintains a balanced blend of centralised
the Americas, our Company is exposed to a wide array of and local processes and resources, allowing us to
political and regulatory risks stemming from our extensive effectively respond to any risk event as needed.
geographical presence.

Competition-led Risk

Operating within a multi-vendor environment, our company Strong domain expertise, robust delivery capabilities,
faces the risk of consolidation with other vendors, particularly and extensive project experience partially mitigate
if customers opt for single-sourcing or vendor consolidation. these risks.
Moreover, our business is susceptible to further risk due to the
innovation and disruption introduced by competitors.

Dependence on Key Personnel

The Information Technology industry is experiencing a severe Our leadership team places emphasis on cultivating
shortage of talent. The accelerated adoption of technology an entrepreneurial culture and presenting Mastekeers
due to the pandemic has led to a disproportionate increase with new challenges and opportunities. Substantial
in demand for talent, which may not align with the available investments have been allocated to recruitment and
talent pool. training procedures, facilitating self-learning and
certification tools to enhance employability.
We consistently strive to establish an effective
succession plan to mitigate these risks.
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Risk Management

Risks Risk Management Plan Risks Risk Management Plan

Client and Account Risk Litigation Risk

We actively engage with customers and focus on cultivating We benefit from our strong relationships with Considering the extensive scale and geographical reach of At Mastek, we have internal legal counsels and
long-term relationships with them. Any shift in customer customers, often being involved in their planning our operations, litigation risks may stem from factors like established partnerships with reputable global law
preferences, priorities, or internal strategies can adversely initiatives. This proactive engagement helps us address commercial disputes, employment-related issues and alleged firms in countries where we operate. This setup aids
affect our operations and outlook. any risks arising from client concentration. infringements of intellectual property rights. our management team in addressing both potential and
actual litigations. We also have a system in place to
monitor and address notices and to defend ourselves in
Contractual, Execution and Delivery-Related Risks all claims and legal proceedings.

Our Company faces risks in delivering and executing projects Implementation of strong operational review and We consistently enhance our internal processes
due to evolving customer requirements, understanding quality check mechanisms, helps us reduce these risks. and controls to ensure compliance with contractual
those needs, and responding promptly. Failure to meet obligations, information security and the safeguarding
delivery deadlines or maintain quality standards can damage of intellectual property, aiming to prevent litigation.
our customer relationships. Additionally, termination or
modification of contracts by clients due to financial issues or Data Protection Risk
changing priorities can expose us to operational risks.
Regulators are increasingly scrutinising the protection of Our company has established various controls based on
Cyber Security Risk personal data, particularly due to extraterritorial laws like data privacy policies that comply with relevant laws
GDPR in Europe, the Data Protection Act in the UK and and regulations in different regions. These policies
The constant threat of cyber attacks exposes Mastek to risks We are consistently investing in enhancing our security CCPA in California, USA. Non-compliance or breaches of encompass technology controls, staff training and
such as reputational damage, financial losses for customers, infrastructure by implementing endpoint solutions on data protection laws can lead to significant liabilities, fines, awareness efforts to cultivate a responsible culture
penalties, and legal liabilities. Additionally, these attacks can desktops, laptops and servers, equipped with advanced penalties and reputational damage. in handling privacy data. Furthermore, they involve
disrupt our business operations. threat monitoring and controls, including Live Malware reviewing and negotiating vendor contracts to ensure
Protection, Deep Learning malware detection, Exploit compliance, implementing and upholding data transfer
Prevention, Potentially Unwanted Application (PUA) agreements and conducting regular reviews and audits
Blocking, Automated Malware Removal, Malicious Traffic to confirm compliance.
Detection, Ransomware File Protection (CryptoGuard),
Download Reputation and Peripheral Control. Reputational Risk
Additionally, we conduct regular testing such as
vulnerability assessments and penetration testing, Our extensive clientele comprises major and reputable Our firm operates with strong internal procedures
maintain data backups, enforce strict access controls, organisations. As our business spans various sectors and grounded in ethical principles. Whether Mastekeers
provide enterprise-wide training and awareness geographical locations, we are susceptible to scrutiny by or third parties, everyone ensures adherence to
programmes on information security, use data government authorities and the media. these standards in managing both our company
leak prevention tools and review and implement and clients' interests. Renowned in the industry,
stringent security policies and procedures, among we have a longstanding reputation for robust
other measures. governance practices.

ESG Risk

Operating globally with a diverse workforce and serving Within our Risk Management framework, ESG
multiple sectors, our Company is subject to regulation in considerations are seamlessly integrated into every
various jurisdictions. This broad exposure entails a range aspect, including decision-making processes, effectively
of ESG-related risks, some of which could be materially embedding ESG risk management within our business
significant and may result in financial or reputational harm. operations. We treat ESG risks on par with other
business risks, thereby incorporating their management
into our standard risk reduction procedures.
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Management Discussion
and Analysis which, together with increased digitalisation, the use of
data sciences, and the growing emphasis on sustainability,
Outlook
The International Monetary Fund (IMF) predicts the global
are reshaping business operations. Advances in embedded growth of 3.2% for 2024 and 2025. Improved growth
finance and digitisation facilitated the accessibility prospects in mature economies, especially the United
and efficiency of financial services. Businesses and States, contribute to this optimism. The global merchandise
financial institutions prioritised innovation, efficiency, trade will grow by 2.6% in 2024 and by 3.3% in 2025.
and sustainability to meet rising demand and evolving
customer preferences. Global GDP Growth Trend (%)
World Output Estimate Projections
Emerging Trends Across Regions (Real GDP, Annual percent change) 2023 2024 2025
China, the second-largest economy, grapples with a real Advanced Economies 1.7 1.7 1.8
estate market collapse, subdued consumer and business
United States 2.5 2.6 1.9
confidence, and escalating trade tensions. China's growth is
Euro Area 0.5 0.9 1.5
projected to moderate from 5.2% in 2023 to 4.6% in 2024 and
4.1% in 2025. However, recent data showed a faster-than- Emerging Markets and 4.4 4.3 4.3
Developing Economies
expected expansion of 5.3% in the first quarter, driven by
Emerging and Developing Asia 5.7 5.4 5.1
growth-stimulating policies and robust demand.
China 5.2 5.0 4.5
Japan's economy, now the fourth-largest, is forecasted
Source: IMF, World Economic Outlook, April 2024
to slow from 1.9% in the previous year to 0.9% in 2024.
In the eurozone, growth is anticipated to reach 0.8%
this year, double the expansion seen in 2023. The UK's Indian Economy
economic progress is expected to be sluggish, with growth
Despite the challenging global conditions in 2023, India
increasing from 0.1% last year to 0.5% in 2024 and 1.5% in the
emerged as the fastest-growing major economy. This was
following year.
driven by strong domestic consumption, supported by
Sub-Saharan Africa is anticipated to experience a gradual moderating inflation, stable interest rates and robust foreign
acceleration in growth, from 3.4% in 2023 to 3.8% in 2024 exchange reserves. Government-led strategic reforms,
and 4.1% in 2025. In Latin America, Brazil and Mexico are significant investments in physical and digital infrastructure,
expected to witness a slowdown in growth through 2025. and initiatives like 'Make in India' and the Production-Linked
Brazil may face challenges due to high interest rates, Incentive (PLI) scheme contributed to the country's growth,
while Mexico could be impacted by government budget cuts. resilience, and self-sufficiency.

India is poised to outpace China in growth, though at a Inflation eased to 4.85% in March 2024, attributed to
slower rate, with projections of 6.8% in 2024 and 6.5% the Reserve Bank of India's prudent management, which
in 2025, down from 7.8% in the previous year. balanced inflation control with stimulating growth. This led
to a stable interest rate environment conducive to long-term

Macroeconomic Overview
3.2%
investments and expenditure. Government strategies have
Navigating Challenges focused on onshoring and friend-shoring production, utilising
Global Economy We anticipate less economic scarring from the crises of the
Global economic growth rate in 2024
AI to maintain competitiveness in digital services, and
past four years, although estimates vary across countries. surpassing targets for non-fossil fuel power generation.
The global economy demonstrated resilience, with the real
The US economy has already surpassed its pre-pandemic Source: World Economic Outlook, April 2024
global gross domestic product (GDP) growing by 3.2% in Even though key commodity prices softened with energy
trend. But we expect more significant scarring for low-
2023, as against the earlier estimation by the International prices remaining stable, currency exchange rate shifts
income developing countries, many of which are still
Monetary Fund (IMF). The recovery of the US economy and geopolitical tensions impacted market sentiment and
grappling with the aftermath of the pandemic and facing
following a pick-up in domestic consumption, alongside the investor confidence.
challenges related to the cost of living.
robustness of major emerging markets, contributed to this
positive shift. Supply chain disruptions, particularly in freight movement The growth rate of the Indian information technology (IT)
towards the end of the previous year due to the Red Sea industry has declined to low single digits, dropping from
The year saw a faster-than-expected decline in inflation, 8.4% in the previous financial year, owing to low demand,
crisis, compelled companies to seek alternative routes, thus
from 8.7% in 2022 to an estimated 6.8% in 2023, driven economic slowdown and US interest rates. Despite this,
elevating freight costs. However, it's worth noting that many
by the resolution of supply-side constraints and stringent India maintains its position as the world's largest sourcing
supply chain issues have been largely resolved since the end
monetary policies. Inflation is projected to further decline hub, contributing 1% to the country's gross domestic product
of 2022, especially following China's complete reopening.
to 5.9% in 2024 and 4.5% by 2025, building optimism for (GDP) through digital public infrastructure. Also, the Indian
Advanced economies have made strides toward meeting
global economic stability. The rate hike to counter inflation, tech industry continues to display strong emphasis on
their inflation targets compared to emerging markets. Core
accompanied by significant policy shifts and tightening of upskilling. The digital economy flourished, buoyed by higher
inflation is anticipated to decline, albeit at a slower pace.
the money supply, drove transformative changes across internet usage, increased smartphone adoption, and the
industries amidst assertive regulations, environmental Simultaneously, the technology landscape also underwent a expansion of digital services across different sectors.
concerns, and geopolitical tensions. tumultuous change with the advent of Artificial Intelligence,
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Management Discussion and Analysis

Outlook customer identification, and simplified cross-state shipping, Global IT Spending Forecast (USD million)
The Indian economy is set to maintain an annual GDP growth leading to a competitive e-commerce environment. 2023 Spending 2023 Growth (%) 2024 Spending 2024 Growth (%)
rate exceeding 6%, alongside a projected alignment of Additionally, measures like reduced corporate tax rates,
Data Centre Systems 236,098 4.0 293,091 24.1
inflation with targets by 2025, allowing for more flexible production-linked incentive programmes, and the Make
Devices 692,784 -6.5 730,125 5.4
monetary policies. in India initiative collectively contribute to an improved
business environment. Software 974,089 11.5 1,096,913 12.6
Infrastructure development, driven by public initiatives, IT Services 1,503,698 4.9 1,609,846 7.1
will boost gross fixed capital formation, while programmes India GDP Growth Trend Communications Services 1,491,733 3.2 1,537,188 3.0
like the PM Garib Kalyan Anna Yojana aim to strengthen (%)
Overall IT 4,898,401 3.8 5,267,163 7.5
rural demand. In this dynamic economic environment, the
banking sector is anticipated to promote financial inclusion FY22 9.1 Source: Gartner (July 2024)
by offering credit services to underserved segments, thus
supporting manufacturing, job creation, income growth, FY23 8.2
and infrastructure investment. shifting the emphasis of ongoing IT projects toward cost
FY24 7.0 Generative AI in 2024 control, efficiencies and automation, while curtailing IT
Recent advancements such as the United Payments initiatives with longer ROIs. Maintaining a healthy profit
FY25(p) 6.5 While generative AI (GenAI) had significant hype in
Interface (UPI), Aadhaar, and the Goods and Services Tax margin has become pivotal, leading to a new wave of
2023, it will not significantly change the growth of IT
(GST) have streamlined digital transactions, enabled unique Note: (p) - projections | Source: RBI pragmatism. Software and IT services are the two segments
spending in the near-term. 2024 will be the year when
organisations invest in planning for how to use GenAI where CIOs in Europe are expected to increase their
backed by use cases and POCs. However, IT spending spending the most in 2024.
will be driven by more traditional forces, such as While there is sufficient spending within data centre
profitability, labour, and dragged down by a continued markets to maintain the existing on-premises data centres,
wave of change fatigue. new spending continues to skew toward cloud options
(including infrastructure as a service [IaaS]), which is
expected to grow 27% in EMEA in 2024. CIOs are also shifting
Other regions
their priorities internally, including enhancing cybersecurity
IT spending in EMEA is projected to total $1.1 trillion in spending in the cloud and planning for AI and generative AI
2024, an increase of 9.3% from 2023, on pace to surpass (GenAI). As per Gartner’s report, spending on security and
$1 trillion by the end of 2023. EMEA CIOs who pursued the risk management is forecasted to reach an estimated $56
'growth at all costs' strategy for over a decade, are now billion in 2024, a 16% increase from 2023.

EMEA IT Spending Forecast (USD million)

2022 Spending 2022 Growth (%) 2023 Spending 2023 Growth (%) 2024 Spending 2024 Growth (%)

Data Centre Systems 44,804 13.8 46,177 3.1 49,894 8.0

Devices 146,391 13.3 125,483 14.3 131,301 4.6
Software 184,362 2.6 211,182 14.6 241,837 14.5
IT Services 347,425 2.3 382,306 10.0 427,350 11.8
Communications Services 272,854 6.1 285,269 4.6 297,749 4.4
Overall IT 995,836 2.2 1,050,417 5.5 1,148,131 9.3
Source: Gartner (November 2023)
Industry Review Demand for enterprise software and IT services remained
strong, driven by large-scale cost optimisation and
Global IT Industry automation deals. While global tech spending experienced
Outlook leaders need to focus on developing talent in critical
Despite these challenges, there are signs of optimism for areas like AI, automation, and cybersecurity. As global
During the early stages of the pandemic, the technology slower growth in CY 2023, at 4.4% YoY, mainly due to a
a tech revival. Economists see less risk of recession and uncertainties persist into 2024, it is crucial to continue
industry thrived as companies hastened their digital decline in hardware and devices, spending on enterprise
analysts predict modest growth for the tech sector in 2024. prioritising innovation and growth.
transformation endeavours. However, the sector software and IT services surged, accounting for nearly
encountered various obstacles over the past couple of 1.1 times the total tech spending increase. In the face of global challenges like geopolitical tensions,
years. Inflation, rising interest rates, and macroeconomic supply chain disruptions, and regulatory changes, tech
Indian IT industry
According to the latest forecast by Gartner, Inc., the
uncertainties in FY22 caused a drop in consumer leaders are urged to reassess manufacturing locations, In 2023, the Indian IT sector celebrated record-high deal
worldwide IT spending is expected to total $5.26 trillion
spending, diminished product demand, decreased market strengthen supply chain transparency and resilience, and wins by top firms yet grappled with uncertainty regarding
in FY24, an increase of 7.5% from FY23. IT services will
capitalisations, and job cuts. These difficulties continued prepare for future risks. They should leverage technology revenue growth for the year. This ambiguity led to some
continue to see an increase in growth in 2024, becoming
into FY23, resulting in a slight decline in global tech to streamline operations, increase automation, reduce firms slashing their revenue growth estimates for FY24,
the largest segment of IT spending for the first time. This
spending and an increase in layoffs. technical debt, and modernise legacy systems. Tech highlighting the sector's mixed performance and challenges
is largely due to enterprises investing in organisational
companies are exploring ways to expand into new industries in forecasting future earnings. Adding to that, these
efficiency and optimisation projects. These investments
using digital tools to drive transformation. Additionally, companies witnessed many top-level exits in 2023.
will be crucial during this period of economic uncertainty.
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Management Discussion and Analysis

For 2024, IT spending in India is estimated to record Government initiatives focusing on cybersecurity,
double-digit growth of 13.2% in 2024, totalling $138.9 hyper-scale computing, and AI position India as a leading
billion, up from $122.6 billion in 2023, according to market destination for IT staffing and sourcing, supported by
intelligence firm IDC. Overall, AI spending is anticipated affordable data rates and strategic collaborations. Looking
to grow 35% this year while GenAI spending is expected ahead, Mission 2050 aims to elevate India to the status of
to surge 160%. Spending on GenAI as a share of overall AI the world's second-largest economy, leveraging its robust
spending in the country will increase from 6% in 2024 to IT capabilities. Indian IT policies like the STP Scheme,
26% by 2027, growing at a CAGR of 101.6%. aimed at developing and exporting computer software, and
efforts to promote the digital economy and enhance digital
Indian organisations' increased adoption of digital
health ecosystems, along with initiatives like introducing
technologies like AI, machine learning, and secure access
e-passport systems, contribute to this vision.
service edge (SASE) will drive greater implementation
of cloud services, leading to growth in software and IT
India IT Spending Forecast (USD million)
services. The scarcity of internal skills in Indian businesses
will further boost IT services spending in 2024. Spending 2023 2023 2024 2024
Spending Growth (%) Spending Growth (%)
on software and IT services is projected to experience the
Data Centre 4,233 10.7 4,606 8.8
highest annual growth rates in 2024 in India with software
Systems
spending expected to increase 18.5% and IT services
Devices 51,504 -2.6 57,852 12.3
forecast to grow 14.6%.
Software 16,558 18.9 19,522 17.9
IT Services 25,486 10.1 28,898 13.4
Potential Key Drivers of Future Growth Communications 26,952 3.1 27,754 3.0
• Engineering, Research and Development (ER&D) Services Company Overview Revenue by Customer Segment
• Artificial Intelligence (AI) Overall IT 124,733 4.0 138,631 11.1 Mastek helps enterprises decomplexify digital and delivers FY24 FY23
Customer Segments
Source: Gartner (January 2024) business outcomes with trust, value, and velocity. As a Revenue Share Revenue Share

57-58%
(₹ in lakhs) (%) (₹ in lakhs) (%)
global partner in digital and cloud transformation, we serve
industries such as healthcare, retail, manufacturing, financial Government & 134,248 43.9 107,132 41.8
Outlook Education
India's share in global sourcing services, and the public sector across 40 countries, including
Health & Life 49,769 16.3 42,482 16.6
Spending on IT services in India is projected to grow the UK, US, Europe, the Middle East, and Asia Pacific.
Science

48%
13.4%, up from 10.1% in 2023. The IT & BPM sector has Our expertise spans across digital experience & engineering,
Manufacturing & 46,686 15.3 39,124 15.2
emerged as a key driver of growth for the Indian economy, cloud implementations, data, automation & AI, and cloud Technology
making substantial contributions to the country's GDP and managed services. With over 5,500 employees, Mastek
ER&D share in incremental export revenue Retail/Consumer 38,546 12.6 37,398 14.6
public welfare. Indian IT companies have made significant provides tailored solutions as a preferred partner of Oracle,
Financial Services 36,231 11.9 30,203 11.8
investments into technologies of the future; cybersecurity, Salesforce, Microsoft, AWS, and Snowflake, catering to both
analytics, cloud, enterprise SaaS ecosystem, AI, 5G, product medium-sized businesses and Fortune 1000 clients. Total 305,479 100.0 256,339 100.0
The global market is witnessing increased demand for
engineering, IoT, etc. to undertake a host of initiatives in
Customer Technology, and India has a golden opportunity
to participate and lead. By harnessing the capabilities of
these challenging domains. Business Review Revenue by Service Offerings
Web3, a decentralised internet structure, Indian IT can Enterprises are increasingly leveraging technology across Revenue by Geography FY24 FY23
Service Offerings
spearhead revolutions in data privacy, ownership, and various functions, transitioning IT from a support role to For the year ending on March 31, 2024, operating revenue Revenue
Share (%)
Revenue
Share (%)
(₹ in lakhs) (₹ in lakhs)
online transactions. a revenue-generating asset. As long as there are ongoing for UKI & Europe was ₹173,949 lakhs, representing a growth
opportunities to integrate technology into different aspects Digital & 135,287 44.3 111,071 43.3
India has the opportunity to showcase its expertise in two of 9.6% compared to the previous year’s operating revenue Application
of business operations, enterprise IT spending will remain of ₹158,761 lakhs. North America contributed ₹82,936 lakhs Engineering
critical areas: semiconductors, vital components of digital
dynamic and responsive to evolving needs. to the total revenue, showing an increase of 32.5% from the
devices, and machine learning, the fundamental technology Oracle Cloud & 94,454 30.9 81,619 31.8
driving artificial intelligence. The sector's demand will be India has one of the largest internet user bases with previous year’s contribution of ₹62,576 lakhs. Enterprise Apps
mainly driven by vendor consolidation deals, AI projects, 82 crores citizens accessing the internet. The combined AMEA contributed ₹48,549 lakhs to the total operating Digital Commerce 53,608 17.6 46,263 18.1
revenue, showing an increase of 38.8% compared to & Experience
cloud migration, data strategy, cybersecurity measures, efforts of both the public and private sectors enhance India's
and automation initiatives, alongside cloud infrastructure strength in the IT field even more. With innovative digital ₹35,002 lakhs in the year earlier. Data, Automation, 22,130 7.2 17,386 6.8
and AI
advancements and industry-specific solutions. applications spreading across various sectors, India is now FY24 FY23
poised for the next stage of growth in its IT revolution. Total 305,479 100.0 256,339 100.0
Geographies Revenue Share Revenue Share
(₹ in lakhs) (%) (₹ in lakhs) (%)

UKI & Europe 173,949 56.9 158,761 61.9

North America 82,936 27.2 62,576 24.4
AMEA 48,549 15.9 35,002 13.7
Total 305,479 100.0 256,339 100.0
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Management Discussion and Analysis

Key Developments for FY24 UKI and Europe The expansion of remote care necessitates advancements government departments, showcase our cross-departmental
1. iConniX Portfolio in managing patient flow and scaling home care services. impact and the prominence of themes like biometrics.
The technology industry in the UK stands at the forefront
AI advancements are driving progress in disease prevention,
Building on top of personalised automation, intelligent in Europe and holds the third position globally, trailing only With our UK business being strong part of the portfolio,
diagnostics and early intervention. Addressing digital
decision-making, and tailored industry solutions, behind the US and China. The value of UK tech startups the Company is emphasising deeper account mining and
exclusion is essential as online platforms become increasingly
Mastek sets the stage for ‘AI as an Experience’ with its has surged to $996.8 billion, surpassing the $988 billion cross-selling through its service line strategy both in
vital for accessing healthcare services, underscoring the
iConniX portfolio, enabling businesses to leverage the mark recorded in 2022. Revenue in the IT Services sector is public and commercial sectors. The Company has set a
need for greater digital inclusion and equity.
full potential of Cloud, Data, Analytics, and Customer forecasted to hit $94.08 billion by 2024, with IT outsourcing target for healthcare and life sciences to become second
Experience (CX). It redefines the way companies leading the market at an estimated volume of $35.51 billion.1 highest vertical after public sector, growing more than the
Digital Transformation
engage with technology, ML and large language company average.
In 2023, the UK Software & IT Services (SITS) sector faced In 2024, AI will play a pivotal role in enhancing productivity,
models making AI an integral part of their operations.
a challenging landscape marked by a slowdown in the latter with government initiatives promoting its use across Our UKI and Europe operations achieved a YoY revenue
iConniX will drive productivity, innovation, and
half of the year. This tough environment, compounded by public sector applications. However, the adoption of AI growth of 6.3% in USD terms.
long-term business outcomes for organisations.
increasing cyber threats, rising competitive pressures, and will face hurdles such as data quality issues, privacy and
elevated expectations from both employees and customers, ethics concerns, and unrealistic expectations. Digital Key Highlights
2. Acquisition of BizAnalytica
has prompted many organisations to reassess their tech transformation remains a major driver in the UK tech • For the fourth consecutive year, UK Secure
With organisations increasingly adopting cloud investments. In 2024, a key focus for buyers will be on landscape. Businesses in 2023 focused on balancing Government Services has achieved a remarkable
solutions for their data, optimising data assets across rapidly adopting and leveraging emerging technologies, immediate cost savings with long-term benefits, while YoY revenue growth of 24% in CC terms.
the value chain becomes imperative for informed with AI playing a central role. grappling with a significant digital skills gap. This gap
decision-making. This acquisition signifies a significant • Named as a supplier for a government Defence
has led to anticipated government investments in digital
milestone in ramping up our presence in key domains UK Public Sector Spending Ministry’s £1.2B Digital and IT Professional Services
skills and training. Improving data management practices
such as data engineering, cloud services and the (DIPS) Framework which provides us with a significant
The UK government is heavily investing in technology, is crucial, and in 2024, there will be a renewed emphasis
ever-evolving GenAI field. BizAnalytica’s robust opportunity to participate in multiple deals under
committing approximately £1 billion to advance on strengthening data foundations to boost efficiency and
data cloud and modernisation capabilities, coupled the framework.
supercomputing and AI research, aiming to solidify advance predictive and preventive capabilities.
with its strategic partnerships with leading cloud
the UK's position as a leading science and technology • Mastek has been selected as the delivery partner for
platforms, will empower us to simplify the cloud
superpower. This aligns with a broader strategy to Business Performance a Central government department under two separate
transformation journey for our clients.
keep the UK at the forefront of technological innovation. We have been established in the UK for over 30 years, contracts: one for the Digital Identity programme to
focusing on critical national infrastructure sectors like provide seamless SSO and login processes to users, and
3. Strategic Collaboration with Microsoft Despite a slight dip in total investment this year, the UK
borders, immigration, defence, and security. Mastek another for Application Support Service as a Service
The collaboration between Mastek and Microsoft continues to attract international talent and new tech
is a trusted partner for Digital Engineering and Cloud (ASSaaS) to offer specialist technical support for all
focuses on pioneering innovative solutions that companies. These firms are enhancing their visibility
Transformation, serving both public and private sectors. hosted applications.
leverage the capabilities of Microsoft Azure OpenAI through effective press and communication strategies,
which helps in articulating their future goals. Despite macro-level uncertainties, our business remains • Mastek will transform project approval processes for
Service and Azure AI Services. Targeting industries
resilient, leveraging digitisation efforts for transformative UK based Government department by deploying an
such as retail, healthcare, manufacturing, financial Additionally, the UK’s new Quantum Strategy, backed by initiatives. Collaborations with civil service and private elite Intelligent Customer Team (ICT), specialising in
services, and the public sector, this partnership a £2.5 billion investment over the next decade, aims to enterprises have been instrumental in our regional growth, architecture and requirements, transforming complex
integrates generative AI to revolutionise processes stimulate investment, support emerging businesses and with UKI and Europe revenue comprising approximately technical challenges into compelling visuals.
and outcomes, across our core service domains to create high-quality jobs. This initiative will drive innovation, 56.9% of our total revenue.
drive digital engineering, data cloud modernisation, boost R&D and promote a pro-innovation culture in the • Mastek leads the UK Government's single sign-on
and customer experience transformation. Providing public sector, reinforcing the UK’s status as a global Our presence in the UK public sector remains strong, digital programme, ensuring swift and secure access
integrated solutions that leverage generative AI, we tech leader. expanding into new areas alongside established departments to over 300 departments. Our Technical Support Desk
facilitate the transition from a digital-first to an AI-first like immigration, asylums, and biometrics. Recently, we unifies 190 accounts accessed via 44 sign-in routes,
approach, empowering organisations to unlock new For Mastek, focusing on growth in this dynamic and rapidly secured a significant contract with the Cabinet Office, emphasising our commitment to efficient digital
possibilities for efficiency and innovation. evolving region presents significant opportunities. The UK's progressing successfully with ongoing collaboration. While transformation and trusted government partnerships.
strategic investments and strong position in the global tech our focus primarily lies within the Central government
4. Integration with ServiceNow landscape align with Mastek's objectives to leverage emerging and defence, we are also engaging with local government • Our partnership with a European government
technologies and expand its footprint in a key market. and education sectors. Despite longer procurement organisation managing the national forest estate
Mastek has developed a cutting-edge platform
cycles, our extensive experience and security capabilities underscores our commitment to modernising
by integrating its Digital Delivery Platform with
Re-shifting of Focus on Health provide a competitive edge. government operations. Through cloud solutions and
ServiceNow Customer Service Management (CSM)
Healthcare is undergoing rapid transformation, with implementation services, we are replacing legacy
aiming to streamline customer service processes We maintain a positive outlook on the UK public sector,
IT solutions at the forefront of several key trends. Finance, Purchase-to-Pay, and Business Planning systems.
and enhance help desk functionalities, providing particularly within Central government, defence and
Enhancing productivity is critical, with a focus on reducing This transformation provides real-time visibility into
end-to-end IT service solutions to its global clientele. health, which constitute a significant portion of government
administrative tasks and leveraging digital technologies like profit and loss, enhancing efficiency and transparency
By centralising and connecting all customer service spending. Although we are yet to penetrate newer
automation and AI to improve staff efficiency. Maintaining across all functions. Our initiative reflects our dedication
processes, the platform facilitates seamless departments like Justice and Police Protection, we are
data trust is also crucial, as data privacy and security to delivering innovative solutions and catalysing
collaboration among teams and departments. steadily gaining traction. Our strategy prioritises policy
concerns must be addressed amid large-scale data projects. transformative change in public sector organisations.
It also standardises workflows, consolidates records, alignment over technology, evident in our focus on key
ensures data security, and enables comprehensive policy areas such as immigration, borders, and biometrics. • Mastek will be modernising the on-premises financial
tracking of all customer interactions. 1: https://www.statista.com/outlook/tmo/it-services/united- Initiatives like the One Login programme, serving various management legacy system for a leading Ed-Tech company
kingdom#revenue
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Management Discussion and Analysis

based in UK by transitioning it into a cloud-native, private growth, while retail, manufacturing, transportation, senior living facilities, our traction is strong, thanks to our their multiyear cloud strategy to boost insights
cloud hosted, and multi-tenant SaaS platform. and logistics will see more modest increases. Oracle Cloud and back-office transformation expertise. and execution capabilities, advancing their path
This transformation will deliver enhanced UX/ in healthcare innovation and cures.
CRM remains the largest software market with a 13.6% We have observed encouraging developments in various
UI, scalability, and cost-effectiveness, ensuring
share, followed by DBMS and security software with shares segments of the financial services sector, suggesting • Mastek plays a crucial role in healthcare digital
our client remains at the forefront of educational
of 13.1% and 10.4%, respectively. Networking software was that further opportunities are on the horizon. In the transformation for a US-based health insurance
technology innovation.
the fastest-growing sector at 15.6%, while the analytics United States, BizAnalytica (our recent acquisition) has organisation, showcasing our commitment to driving
• Mastek, a trusted partner of a leading UK university platform market grew by 14.4% due to investments in AI established a presence in the eastern regions, working innovation. Recent successes include closing deals for
member, received an extension for a project started technologies. Cloud security surged by 31.8% to $6.9 billion, with strategic clients primarily in the Healthcare Member Preferences and Lead Management upgrades
in 2022. This initiative aims to consolidate 41 disparate with the top four vendors—Microsoft, Oracle, Amazon, and sector. Additionally, BizAnalytica is engaged in the and providing Salesforce and Mulesoft Architecture
systems into Oracle Cloud, enhancing HR, payroll, Salesforce—capturing 30.3% of the market. Asset Management and Wealth Management sectors, services. These achievements highlight our focus
finance, and procurement processes while improving as well as in select retail accounts. on improving customer experiences, streamlining
strategic planning and control. Oracle operations, and solidifying our trusted partnership
Our US operations achieved a YoY revenue growth of 28.6%
In 2023, Oracle retained a strong competitive position due to in the healthcare sector.
• Mastek has secured the key role of Digital Data and in USD terms while our US profit has increased significantly
Technology partner for a UK-based public body of the its diverse and functional product portfolio, including Oracle to 9.3% improving by 187 bps Y-o-Y, further supporting the • Mastek will implement Oracle Financials Cloud and
Department of Health and Social Care. Our mission is Fusion Cloud Applications, which excel in front- and back- overall operating EBITDA at 16.7% for FY24. EPM Cloud solutions for a US-based global non-profit
to drive transformative advancements in digital products office functionalities like enterprise resource planning (ERP), military research and education organisation.
and services, through employing cutting-edge solutions enterprise performance management (EPM), human capital Key Highlights This initiative ensures seamless access to project
such as Gen AI, Process Automation, and Engineering management (HCM), and supply chain and manufacturing budgets and real-time tracking against funding,
• Recognised as a ‘Great Place to Work’ in the US.
excellence. We aim to enhance citizen-facing services (SCM). enhancing operational efficiency and driving impactful
and elevate healthcare experiences globally. • There has been a significant 75% increase in revenue research outcomes.
Oracle's focus on healthcare is significant, with the
compared to the previous year, along with a remarkable
• The UK’s Key National Security Department has healthcare and life sciences IT spending projected to grow • Mastek partnered with an American University and
278% surge in order backlog growth, in the US healthcare
expanded its Irregular Migration case working technology by 9.5% in 2024, reaching $265.2 billion. Oracle's investments Medical Center to implement Oracle Cloud Applications
sector. These advancements are largely attributed to
services contract with Mastek. Aligned with ministerial are well-positioned to benefit from this growth, with for Financial, HCM, and Supply Chain Systems. This
the adoption of Salesforce and Oracle solutions.
priorities for 2023 and 2024, Mastek will facilitate the anticipated annual growth rates of 10.4% for IT services enhances operational efficiency through streamlined
Department in implementing key initiatives of the New and 13.4% for software. • Mastek was chosen for app development, maintenance, operations and robust technology infrastructure support.
Plan for Immigration. This includes accelerating Asylum and tech infrastructure support across multiple business
Salesforce lines by an American Fortune 500 financial services • Mastek will implement Salesforce for a US-based
decisions and reducing backlogs efficiently.
firm. Leveraging expertise in Salesforce, Oracle, Cyber Healthcare Insurance Partner, enabling seamless Health
Salesforce continued to lead as the top CRM vendor in
• For a global EU based sustainable packaging Security, Big Data, and Data Engineering, we will Trio Member portal access via Single Sign-On. Our solution
2023, with a revenue growth rate of 12.3%. The Company’s
manufacturer, Mastek won a strategic implementation enhance functionality for Consumer, Sales & Marketing integrates Broker Commissions into trustycare, ensuring
focus on healthcare includes patient management software
in NA of Oracle Cloud ERP/SCM. This strategic initiative teams, ensuring real-time data availability and a single source of truth for HRA data and reinforcing our
that enhances care quality. Salesforce achieved substantial
revolutionises order-to-cash, procure-to-pay, and record- scalability across tech infrastructure. commitment to excellence in healthcare services.
growth in the CRM and AIM markets, with respective growth
to-report processes, driving streamlined management,
rates of 11% and 13.4%. • Mastek has secured a substantial multimillion-dollar • Mastek is driving the digital transformation of a US-based
insightful reporting, and a significant enhancement in
contract from a US-based healthcare company healthcare customer through various initiatives, such as
working capital.
Business Performance to enhance their ability to deliver high availability migrating Medicare Advantage to Salesforce, enhancing
• Mastek's partnership with a UK-based international Our operations in the US continue to maintain stability while services to internal and external stakeholders. This portals, and proposing future-state architecture with
port demonstrates our determination for operational building momentum to grow as market expected to stabilise engagement represents a significant expansion of the Mulesoft. These efforts will significantly impact the
excellence. Implementing Oracle ERP, SCM, and HCM in 2024. The groundwork laid over recent quarters is yielding client's technology capabilities, integrating both current organisation's tech stack and operational efficiency.
Cloud, alongside tailored solutions, drives transformative positive results in terms of increased demand and diversified and next-generation solutions within a KPI-driven • Mastek partners with a US-based Fortune 500 Clinical
change in the UK's busiest international ferry port. deal types. We successfully secured a substantial global engagement model. This partnership aims to deliver a Innovation leader, implementing Oracle Absences
This initiative emphasises our adoption of end-to-end deal with a $5 billion manufacturing company, marking a state-of-the-art online experience to key stakeholders, and Time & Labor solutions in Oracle HCM Cloud. This
best practices and enhances operational efficiency. transformative approach to end-to-end processes spanning including employees, physicians, partners, and beyond. dynamic solution ensures precise absence management
• Mastek won a multi-year contract to provide Global Cloud order to cash, procure to pay, and record to report. policies and establishes a unified source of truth for
• Mastek secured a multi-year contract from a fast-
Enhancement Services for Oracle ERP Cloud to a Finnish This achievement was the result of collaborative efforts by enterprise-wide time-related data, marking a significant
growing subsidiary of a US-based Fortune 100
consumer packaging company, enabling them to scale our global teams across Europe, the UK, and North America. step towards operational excellence.
Healthcare organisation as their trusted IT partner for
up their services. Our healthcare traction in the US remains robust, as Cloud Enhancement & Managed Services. This strategic • Our partnership with a US-based airport hospitality
evidenced by a 75% YoY revenue growth, a strong pipeline, partnership modernises the client's IT infrastructure customer highlights our commitment to transforming
United States and recent significant wins. We have secured a new client to align with rapid growth and seamlessly integrate the airport hospitality landscape. Integrating a
The US technology spend is anticipated to increase by 5.5% in a Fortune 500 company, marking a significant milestone. with its parent organisation. It also streamlines vendor comprehensive ERP system with 26 Oracle Cloud
in 2024, driven by the rapid growth of cloud computing, Our primary healthcare focus, due to the significant volume management, consolidating key partnerships to modules, we create seamless, technology-enhanced
cybersecurity, generative AI, and the digital economy. and opportunity, lies in the US payer and provider sectors. accelerate the client's IT modernisation journey. spaces, elevating the airport customer experience,
By 2027, software and IT services will capture 60% of US Specifically, we are targeting Blue Cross Blue Shield and demonstrating our dedication to innovative solutions
• Mastek launches a transformative journey with a US-
tech spend, up from 53% in 2018. In 2024, financial services Regional Health Plans, companies ranging from $4 billion and enhancing customer satisfaction.
based healthcare client, implementing Databricks and
and healthcare will experience the fastest tech spend to $10 billion. In the provider space, including hospitals and
Snowflake. As their strategic partner, we are enhancing
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Management Discussion and Analysis

• Mastek is building a Unified Data Platform for a top US realising their country visions for economic diversification. • By implementing Oracle Cloud solutions, we enhance banking experiences. Implementing Microsoft Dynamics
investment management firm. Using Snowflake and HVR- Additionally, there is an emphasis on enhancing public- the performance of one of UAE and Oman's largest 365 CRM with advanced GenAI/Open AI features
DBT, this platform centralises market value and exposure private collaboration and sustainability endeavours toward healthcare platforms and enable swift, informed transforms front and mid offices, enabling contextual
data for portfolios, starting with equities and expanding achieving net zero targets. decisions. This collaboration underscores our email responses, intelligent customer segmentation,
to other asset classes. This showcases our commitment commitment to delivering significant value and driving and optimised marketing engagement. This initiative
MENA's software spending is expected to witness robust
to innovative data solutions, solidifying Mastek's role as a rapid digital transformation. underscores our dedication to innovating and delivering
double-digit growth of 12.3% in 2024, followed closely by
trusted partner in investment management. exceptional value in the banking sector.
IT services spending, projected to grow at 11.1%. Looking • For a leading private universal bank in Southeast Asia,
• Mastek, in partnership with Oracle (OCS), is implementing ahead, it is anticipated that local organisations in MENA will Mastek's collaboration with the customer showcases our In FY24, our operations in the AMEA comprising Middle
and providing bulk services for a US-based operator increase their investment in integrating artificial intelligence commitment to revolutionising banking experiences. East and APAC regions, including Australia and India,
of retirement homes to meet their organisational (AI) into their strategic business and IT planning processes. By implementing Microsoft Dynamics 365 CRM with generated ₹48,594 lakhs, accounting for 15.9% of the total
requirements, achieve business goals, and leverage advanced GenAI/Open AI features, we are reshaping operating revenue.
There will be a continued emphasis on enhancing data
economic opportunities. front and mid offices.
management practices to unlock greater monetisation
• Mastek is implementing Oracle HCM Cloud modules for opportunities, as well as fortifying cybersecurity measures • By implementing Oracle Cloud solutions for one of the Business Outlook
a US-based cybersecurity organisation, delivering and risk management strategies. These areas are largest integrated private healthcare platforms in As Mastek has consistently implemented its strategies over
improved operational efficiency, increased productivity, expected to remain among the top spending priorities for UAE and Oman, Mastek is enhancing performance and the past three years despite market headwinds, we are now
and global excellence across all people processes. organisations in the MENA region. facilitating swift, informed decisions. This collaboration beginning to see positive momentum build. This is reflected
underscores our commitment to delivering significant in our strong 12 months order backlog of ₹2,168.4 crores as
• Mastek has signed a 3-year deal for Data Warehousing
Business Performance value and accelerating digital transformation. of March 31, 2024, which shows a growth of 20.9% YoY in INR
and Analytics Managed Services with a leading US-based
Our successful partnership with Oracle, our strong focus on terms. While Mastek is poised for growth, our confidence in
manufacturer of pop culture products. This includes • Mastek is implementing Oracle Fusion HCM for a Middle
industry-specific solutions, and our account mining through the following four strategic priorities is significantly higher
providing 24x7 support and implementing a Data & East-based healthcare customer to automate HR
digital services, have led us to be in an excellent position as we enter FY25:
Analytics Platform to enable actionable insights across processes, including self-services, annual appraisals,
various business functions. to compete for and win major deals across various practice seamless recruitment and onboarding, time • UK Public Sector
lines and industry verticals. We are confident that, besides management, and payroll processing for a
In FY24, the US market accounted for 27.2% of Mastek's our Oracle service line, we will expand into digital services • Healthcare in US and Globally
large volume of employees.
overall group revenue, aligning with our Vision 2025 and application engineering. • Account mining of our Top 30 Strategic Accounts
objective to have one-third of our revenue sourced from • Won a multi-tower deal from Yanbu Cement Company
the US market. Rising tech start-ups as well as increased IT spending (YCC), a pioneer in the cement industry in the Kingdom • Data, Automation and AI
is viewed as positive for Mastek providing us with of Saudi Arabia (KSA), to optimise the efficiency of its
growth opportunities. Our strong capabilities across service lines, backed
production line.
GenAI Strategic Wins Our AMEA operations achieved a remarkable YoY revenue
by cutting edge solutions and accelerators, coupled
• Mastek leads a critical initiative with our client, a with our nimble and humble approach makes us
Mastek has secured a strategic GenAI programme with growth of 34.7% in USD terms. Saudi Arabian cement producer, transitioning to the 'Go-To Partner' for our customers. While we
a US-based industrial manufacturing company.
Oracle Fusion ERP. This upgrade enhances functionality, acknowledge our achievements, we remain committed
This programme will Key Highlights cloud deployment, and security with Mastek Glide. to further progress–account mining, enhancing deal sizes,
• Significantly reduce the time to query replacement • Mastek will play a key role in implementing a centralised Our innovation solution, leveraging real-time IoT data, and building stronger client relationships.
and obsolete parts and resilient accounting transformation platform for optimises processes, achieving a 1.5X improvement in
• Deliver substantial cost savings one of the largest banks in the Middle East, aiming to turnaround time (TAT) and resource efficiency. Opportunities and Threats
• Minimise manual work and errors for the client address the customer's organisational and governmental
• Mastek will transform Front & Mid Office Operations Despite encountering challenges such as weak seasonality,
updates using the Oracle Accounting Hub Application
using Microsoft Dynamics CRM for a Middle Eastern heightened focus on cost efficiency initiatives, sustained
(FAH). The solution will enhance automation,
Development Bank. We will modernise Sales & Service softness in discretionary spending, and heightened impact
integration, scalability, and robustness in day-to-day
Asia Pacific, Middle East and Africa (AMEA) activities, while also providing robust dashboards and
Operations, integrate with LDS (Loan Disbursal Systems), from furloughs, the technology industry remains well-
and provide Managed Services Support, thereby positioned to navigate the uncertain business landscape
Asia Pacific businesses are increasing investments in GenAI reporting views. Additionally, it will enable seamless
reducing overall LDC, enhancing customer experience, successfully. Technology has evolved from being merely
and are projected to nearly triple spends on this technology reconciliations and interface monitoring.
optimising release cycles, and meeting SLAs. significant to becoming indispensable in our daily lives,
to $3.4 billion in 2024. In 2024, IT spending in the Middle
• As a trusted partner for a leading hospital chain offering a trend that is expected to persist, particularly with the
East and North Africa (MENA) region is forecasted to • Mastek will replace an ERP legacy system with Oracle
specialised medical services, Mastek will undertake rapid advancement of emerging technologies like artificial
experience an acceleration, with a projected increase of 4% Cloud for an Australian public teaching hospital.
ServiceNow implementation and support for a duration intelligence (AI).
compared to 2023, as indicated by the latest forecast from This modernises finance, procurement, and inventory
of three years. This engagement entails maintaining and
Gartner, Inc. MENA's total IT spending is anticipated to reach management, enhancing inventory tracking and During economic downturns, companies often turn to
enhancing ServiceNow IT Service Management (ITSM)
$183.8 billion in 2024, marking a rise from $176.8 billion in automating supplier invoicing with scanning. technology to enhance productivity and reduce costs,
and Customer Service Management (CSM) platforms,
the previous year. The upgrade aims to optimise operations and improve positioning technology-focused enterprises, especially
implementing Integrated Risk Management (IRM), and
patient care by adopting modern best practices. those offering cloud computing, SaaS solutions, data cloud
This upward trend in IT spending in MENA is driven by developing a Social Hub Portal. The solution is expected
modernisation, and cybersecurity solutions, favourably
organisations' heightened focus on digitalising their IT to lower the total cost of ownership, thereby delivering • Our collaboration with a leading bank in Southeast
infrastructure, particularly in the Gulf Cooperation Council significant value to the customer. Asia showcases our commitment to revolutionising
(GCC) region. Such digitalisation efforts are imperative
to support the regional governments' initiatives aimed at
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Management Discussion and Analysis

to capitalise on the ongoing digital transformation, which Financial Review 2. Other Intangible Assets and Goodwill credit loss. Deferred tax liabilities were ₹3,354 lakhs
accelerated during the pandemic. While the technology Intangible assets and Goodwill as at March 31, 2024 as compared to ₹2,961 lakhs in the previous year.
Financial Performance Review
sector may not be entirely immune to economic were ₹1,86,179 lakhs as compared to ₹1,65,135 lakhs in Deferred tax liability primarily comprises undistributed
downturns, its resilience is expected to exceed that of In FY24, our UKI and Europe operations generated a total profit of subsidiaries, amortisation of goodwill, fair
the previous year. Variance is explained as below:
many other industries. Its ability to meet the growing operating revenue of ₹173,949 lakhs, marking a 9.6% value of investments and cash flow hedge.
increase from the previous fiscal year's ₹158,761 lakhs. • Gross additions of ₹5,906 lakhs and nil deletion
demand for innovation positions it effectively to address
towards computer software, customer contracts 7. Current Financial Assets
economic challenges. USA operations saw significant growth, contributing and customer relationships (A) Investments
₹82,936 lakhs in total operating revenue, reflecting a notable
Update on Board of Directors 32.5% increase from FY23’s ₹62,576 lakhs. This includes
• Gross additions of Goodwill of ₹19,013 lakhs Investments comprised of unquoted mutual fund
• Ms. Marilyn Jones was appointed as Non‑ Executive acquisitions made by the Company in the geography. • Depreciation charge of ₹6,042 lakhs units and fixed deposits. The Investments balance
Independent Director, with effect from September 5, • Foreign exchange translation, including other was ₹7,673 lakhs as of March 31, 2024 as compare
Our AMEA operations contributed ₹48,594 lakhs in total to ₹5,577 lakhs in previous year. Under Ind AS,
2023, not liable to retire by rotation. adjustments (net) of ₹2,167 lakhs
operating revenue for FY24 as compared to ₹35,002 lakhs financial assets and financial liabilities designated
• Mr. Umang Nahata was appointed as Non‑ Executive, for FY23, increasing 38.8%. 3. Non-Current Financial Assets at fair value through profit and loss (FVTPL) are
Non-independent, New Shareholders’ Nominee Director
(A) Investments fair valued at each reporting date with changes
with effect from July 19, 2023, liable to retire by rotation. Financials
Non-Current investment comprises of Investment in fair value recognised in the statement of profit
Read ‘Board of Directors’ on Pg 78 On a consolidated basis, the Group registered total in Venture and Investment in Bonds. Investment and loss.
operating revenue of ₹305,479 lakhs for the year ended in Venture as at March 31, 2024 were ₹1,655 lakhs.
Update on Management March 31, 2024, as compared to ₹256,339 lakhs in the year Investment in Bonds as of March 31, 2024 were (B) Trade Receivable
• Mr. Hamant Bharadia, a seasoned UK public sector ended March 31, 2023, an increase of 19.2%. ₹53 lakhs. Trade receivables as of March 31, 2024 stood at
professional, joins Mastek as an advisor for local The Group registered a net profit of ₹31,097 lakhs in the ₹56,131 lakhs as compared to ₹50,663 lakhs in the
Under Ind AS 109, financial assets designated at
government affairs. With 30+ years of expertise and year ended March 31, 2024, as compared to ₹31,027 lakhs previous year. Day’s sales outstanding was 89 days
fair value through other comprehensive income
a successful track record in optimising IT investments in the year ended March 31, 2023, thereby registering an compared to 93 days in the previous year.
(FVTOCI) are fair valued at each reporting date
and modernising back-office operations, Hamant will increase of 0.2%. with changes in fair value reported through Other
drive Mastek's efforts in the local government and (C) Cash and Cash Equivalents
Comprehensive Income (OCI).
broader public sector. His role includes leveraging Profitability The cash and Bank balance as on March 31, 2024
insights to accelerate transformation. Previously, as was ₹38,112 lakhs as compared to ₹20,764 lakhs
During the year ending of March 31, 2024, the Group earned (B) Other Financial Assets
Assistant Director of Finance at the London Borough of in the previous year.
a net profit of ₹31,097 lakhs as compared to ₹31,027 lakhs The loan and other current financial assets as of
Lambeth, Hamant led the Oracle Cloud transformation
for the year ended March 31, 2023. March 31, 2024 were ₹3,564 lakhs as compared
programme, making Lambeth the first public sector (D) Other Current Financial Assets
organisation in Europe to implement a comprehensive The profit remained flat YoY on account of the following: to ₹3,130 lakhs in the previous year. Increase
is primarily on account of bank deposits having The other current financial assets were
Oracle Cloud solution within 12 months. • Driven by increase in revenues, better cost efficiencies
remaining maturity of more than twelve months. ₹1,948 lakhs as compared to ₹1,204 lakhs in
• Mr. Arvind J has been appointed as Mastek’s Global Chief and resource utilisation; offset by the previous year. The increase was majorly
Human Resources Officer (CHRO), to serve as a trusted • Increase in talent cost, led by higher demand for niche, 4. Other Non-current Assets on account of acquisition of BizAnalytica
advisor to senior leadership, and lead HR’s charter in cloud and skilled resources in the market The other non-current assets as of March 31, 2024 solutions LLC.
delivering superior employee experiences. Prior to • Investment in sales and capability building stood at ₹150 lakhs as compared to ₹147 lakhs as at
8. Contract Assets
Mastek, Arvind served as the Global Head of Human March 31, 2023. No major increase during the year.
• Full year impact of MST and Biz Analytica acquisitions Contract assets were at ₹35,284 lakhs as of
Resources at DMI, where he developed and executed
5. Income Tax Assets/Liabilities March 31, 2024, as compared to ₹35,080 lakhs
HR strategies to support and drive business expansion.
Balance Sheet The current Income tax assets balance as of March in the previous year.
Throughout his professional journey with companies like
CISCO Systems, Wipro Technologies, CMS IT Services, and Assets 31, 2024 was ₹2,900 lakhs as compared to ₹323 lakhs
9. Other Current Assets
Ramco Systems, Arvind played a key role in reshaping 1. Property Plant and Machinery in the previous year. The income tax assets majorly
represent domestic corporate tax. The current Other current assets were at ₹15,047 lakhs as of
organisational culture, elevating employee experience, Tangible assets including investment property as on
Income Tax liabilities balance as of March 31, 2024 March 31, 2024, as compared to ₹10,648 lakhs in the
and managing complex people management initiatives. March 31, 2024 were ₹8,814 lakhs as compared to
was ₹2,985 lakhs as compare to ₹6,192 lakhs in the previous year. The increase was driven by advances to
Read more on ‘Management Team’ on Pg 81 ₹8,890 lakhs in the previous year. Variance is explained suppliers, R&D credit receivable and input tax credit.
previous year. Current income tax liabilities majorly
as below:
represents estimated income tax liabilities relating to
People Strength • Gross additions ₹3,022 lakhs and deletions of overseas geography. Equity & Liabilities
As of March 31, 2024, the Group had a total headcount of ₹178 lakhs towards Computer, furniture and fixtures 10. Total Equity
5,539 compared to 5,622 employees at the end of and office equipment 6. Deferred Tax Assets/Liabilities
We have one class of share equity share capital of per
March 31, 2023. • Depreciation charge of ₹2,949 lakhs Deferred tax assets as of March 31, 2024 were
value ₹5 each. The issued, subscribed and paid-up
Read more on ‘Our People’ on Pg 60 ₹10,760 lakhs as compared to ₹10,485 lakhs in the
• Foreign Exchange translation adjustment (net) capital stood at ₹1,542 lakhs as of March 31, 2024,
previous year. Deferred taxes assets primarily comprise
of ₹29 lakhs which was ₹1,526 lakhs in the previous year.
of deferred tax on brought forward losses liabilities
relating to employee benefits and bonus, exercise of The Board of Directors of the Company, by virtue of
share based options (OCI) and allowance for expected a special resolution passed by the shareholders of the
 Mastek Limited About How We Building a Statutory Financial Shareholder
102 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 103

Management Discussion and Analysis

Company through postal ballot on January 13, 2024, (D) Other Current Financial Liabilities Information Technology Operating across multiple geographies with a diverse
approved for allotment and the Company has allotted The other current financial liabilities as of March Mastek perceives digital transformation as the integration network of employees, suppliers, and partners, robust
through the Preferential Allotment Committee 159,942 31, 2024 were ₹45,896 lakhs as compared to of digital technology into all facets of its operations, internal controls and scalable processes are crucial for
equity shares of the face value of ₹5 (Rupees Five) ₹20,321 lakhs in the previous year. The increase is revolutionising its processes and enriching customer managing our global operations. The Management has
each at an issue price of ₹2,382 per share (including attributable to contingent consideration payable, experiences. This strategy involves not only embracing established Internal Financial Controls, accompanied by
a premium of ₹2,377 per share), aggregating to employee benefits payable and capital creditors. new technologies but also instilling a cultural change that policies and procedures to promote the orderly and efficient
₹38.10 crores on a private placement basis and the promotes continuous re-evaluation of traditional practices. conduct of business, safeguard assets, prevent and detect
preferential allotment was made on February 19, 2024. 14. Other Current Liabilities fraud, maintain accurate accounting records, and ensure
The overarching objective is to create unique value for the
The current liabilities as of March 31, 2024 were company, its workforce, shareholders, and clientele. timely financial disclosures.
11. Non-Current Financial Liabilities
₹9,143 lakhs as compared to ₹8,223 lakhs in the
(A) Borrowing previous year. The increase is attributable to higher Internal Audit
Research and Development
The non-current borrowing as of March 31, statutory dues payable. An independent Internal Audit Firm, empowered at the
At Mastek, our focus on research and development is
2024 was ₹31,330 lakhs as compared to ₹26,904 corporate level, conducts risk-focused audits across all
15. Contract Liabilities paramount, as it enables us to anticipate market trends and
lakhs in the previous year. The increase is on business units, both domestically and internationally, to
The contract liabilities as of March 31, 2024, were meet the evolving needs of our customers. This commitment
account of term loan taken during the year to verify the adequacy and effectiveness of business process
₹7,349 lakhs as compared to ₹5,927 lakhs in the gives us a competitive edge over our peers.
finance acquisitions. controls. These audits encompass finance, operations,
previous year.
Risk and Concerns asset safeguarding, and compliance-related controls, with
(B) Lease Liabilities 16. Provisions specialised areas reviewed in collaboration with external
We have established a robust risk-management structure
The Lease liabilities as on March 31, 2024 was The short-term provision balance as of March 31, 2024 subject matter experts.
that thoroughly examines business activities to identify,
₹2,155 lakhs as compared to ₹2,249 lakhs in is ₹3,219 lakhs as compared to ₹3,324 lakhs in the evaluate, and mitigate potential risks, both internal and The scope of Internal Audit activities is determined by the
the previous year. previous year. The decrease is mainly due to employee external. This structure includes processes, guidelines, and Audit Committee of the Board, ensuring alignment with
benefits provisions. oversight mechanisms at the Board and senior management audit objectives conducive to proper conduct. With business
(C) Other Financial Liabilities
levels, promoting a culture of ethical values and integrity expansion and acquisitions, the audit scope has been
The other financial liabilities as of March 31, 2024 Key Financial Ratios that contributes significantly to risk mitigation. expanded to encompass the internal control framework
was ₹9,881 lakhs as compared to ₹27,617 lakhs in In accordance with the SEBI (Listing Obligations and of newly acquired entities. Corporate-level process
the previous year. The decrease is on account of Our comprehensive risk management framework and suite
Disclosure Requirements 2018) (Amendment) Regulations, controls, including the ERP framework and operational
contingent consideration paid in current year. of policies ensure effective management of risks associated
2018, the Company is required to give details of significant processes, undergo continuous monitoring for effectiveness
with providing products and services to clients, aligning
12. Provisions changes (change of 25% or more) as compared to the during audits.
with the Company’s business objectives. We encourage
immediately previous financial year) in key sector-specific
The long-term provision balance as of March 31, 2024 open discussions on risk decisions and transparency Senior management actively oversees the internal control
financial ratios. The Company has identified the following
was ₹4,008 lakhs as compared to ₹3,357 lakhs in the among employees, facilitating a proactive approach to risk environment, ensuring the implementation of Internal
ratios as key financial ratios:
previous year. The increase is mainly attributable to management. The Risk Management framework, approved Auditors' recommendations. The Audit Committee
employee benefits liability. Consolidated by the Board’s Risk Management & Governance Committee, provides strategic guidance and periodically reviews key
Particulars
FY24 FY23 is executed throughout the organisation's various teams. findings, with Internal Auditors reporting directly to the
13. Current Financial Liabilities
Revenue Growth (%) 19.2 17.4 Audit Committee.
(A) Borrowing For ‘Risk Management’ details, please refer to page 84.
Net Profit Margin (%) 10.1 11.9
The current borrowings as of March 31, 2024 were Cautionary Statement
Operating Profit Margin (%) 16.7 17.8 Internal Control System
₹17,325 lakhs as compared to ₹10,263 lakhs in Statements made in the Management Discussion and Analysis
previous year. The increase is on account of term Debtors Turnover (No. of days) 89 93 The Company firmly believes in the importance of internal
Report describing the Company’s objective, projections,
loan taken during the year to finance acquisitions. EPS Basic (₹) 98.0 97.2 controls as essential components of governance, promoting
estimates, and expectations may be forward-looking within
Return on Equity (%) 16.1 20.7 a balance between freedom and oversight. With a well-
the meaning of applicable laws and regulations, based
(B) Lease Liabilities established framework in place, we continuously evaluate
Interest Coverage Ratio* 9.4 15.7 on the beliefs of the management of the Company. Such
the adequacy, effectiveness, and efficiency of our
The Lease liabilities as on March 31, 2024 was *Interest Coverage Ratio decreased as a result of full year impact of statements reflect the Company’s current views concerning
corporate, financial, and operational controls. Management
₹1,086 lakhs as compared to ₹1,007 lakhs in term loan for MST acquisition and 8-month impact of term loan for future events and are subject to risks and uncertainties.
BizAnalytica acquisition. is dedicated to maintaining an effective internal control
the previous year. Many factors could cause the actual result to be materially
environment tailored to the business's size and complexity,
different from those projected in this report, including
ensuring compliance with internal policies, laws, and
(C) Trade Payables
The trade payables as of March 31, 2024 were
₹22,041 lakhs as compared to ₹18,294 lakhs
K305,479 lakhs
FY24 Operating Revenue
regulations, while safeguarding resources and assets.

Remote working model is a part of our business continuity

among others, changes in the general economic and
business conditions affecting the segment in which the
Company operates, changes in business strategy, changes
in the previous year. The increase is mainly plans, enabling employees to work remotely or from in interest rates, inflation, deflation, foreign exchange
attributable to increase in subcontractor expenses home where feasible. Our processes are designed to rates, competition in the industry, changes in Governmental
and software purchases.
K31,097 lakhs
FY24 Net Profit
support remote execution while maintaining secure data
accessibility, without materially impacting internal controls
over financial reporting.
regulations, tax laws and other Statutes and other incidental
factors. The Company does not undertake any obligation to
publicly update any forward-looking statements, whether as
a result of new information, future events or otherwise.
 Mastek Limited About How We Building a Statutory Financial Shareholder
104 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 105

Directors’ Report Statement, which forms part of this Annual Report. The Standalone and Consolidated Financial Statements of the
Company have been audited by the Statutory Auditors of the Company.

The Company discloses Consolidated and Standalone Financial Results on a quarterly basis, which are subject to
limited review, and also publishes Consolidated and Standalone Audited Financial Statements in the Annual Report
Dear Members,
on an annual basis and provided in this report.
The Board of Directors (“Board”) of your Company is pleased to present the 42nd Annual Report of Mastek Limited
Further, a detailed analysis of the Company’s operational performance is included in the Management Discussion
(“Mastek” or “the Company” or “Your Company”) on the business and operations together with the Audited Financial
and Analysis Section, which forms part of this Annual Report.
Statements (Consolidated and Standalone) for the Financial Year ended March 31, 2024.

In compliance with the applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or • Break-up of the Operating Revenue by Geographies
re‑enactment(s) thereof, for the time being in force) (“the Act”) and the SEBI (Listing Obligations and Disclosure Year ended March 31, 2024 Year ended March 31, 2023
Requirements) Regulations, 2015 (“SEBI Listing Regulations”), this report covers the financial results and other Geographies
J in lakhs % of Revenue J in lakhs % of Revenue
developments during the Financial Year ended March 31, 2024.
UKI & Europe 1,73,949 56.9 158,761 61.9
1. Financial Results North America 82,936 27.2 62,576 24.4

Key highlights of the Financial Results (Consolidated and Standalone) of your Company for the Financial Year ended AMEA 48,594 15.9 35,002 13.7
March 31, 2024, as compared to the previous Financial Year are summarised below: Total 3,05,479 100.0 256,339 100.0

(` in lakhs) The UKI & Europe Geography operations contributed `1,73,949 lakhs to total Operating Revenue for the year
Consolidated Standalone ended March 31, 2024 (as compared to `1,58,761 lakhs in the previous year ended March 31, 2023), resulting in
Summarised Profit and Loss Financial Year Financial Year Financial Year Financial Year a growth of 9.6%.
2023-24 2022-23 2023-24 2022-23
Revenue from operations 3,05,479 2,56,339 37,267 31,339 The North America Geography operations contributed `82,936 lakhs to total Operating Revenue for the year
Other income 1,601 3,829 7,210 7,337 ended March 31, 2024 (as compared to `62,576 lakhs in the previous year ended March 31, 2023), resulting in
Total Income 3,07,080 2,60,168 44,477 38,676 a growth of 32.5%.
Expenses 2,54,612 2,10,754 31,561 26,628
The AMEA operations contributed `48,594 lakhs to total Operating Revenue for the year ended March 31, 2024
Depreciation and amortisation expenses 8,991 6,737 1,180 1,303 (as compared to `35,002 lakhs in the previous year ended March 31, 2023), resulting in a growth of 38.8%.
Finance costs 4,447 2,472 68 44
Exceptional items (loss) / gain (411) 2,532 - 5,864 • Break-up of the Revenue by Service Lines
Profit Before Tax 38,619 42,737 11,668 16,565
Year ended March 31, 2024 Year ended March 31, 2023
Tax expense 7,522 11,710 366 3,351 Service Lines
J in lakhs % of Revenue J in lakhs % of Revenue
Profit After Tax 31,097 31,027 11,302 13,214
Other Comprehensive Income 2,080 6,584 (654) (139) Digital & Application Engineering 1,35,287 44.3 1,11,071 43.3

Total Comprehensive Income 33,177 37,611 10,648 13,075 Oracle Cloud & Enterprise Apps 94,454 30.9 81,619 31.8
Attributable to Equity Holders 33,177 37,611 10,648 13,075 Digital Commerce & Experience 53,608 17.6 46,263 18.1
Dividend (5,824) (5,741) (5,824) (5,741) Data, Automation, and AI 22,130 7.2 17,386 6.8
EPS (in I) Total 3,05,479 100.0 2,56,339 100.0
Basic 98.01 97.23 36.99 43.85
Diluted 97.25 95.53 36.63 43.07 • Break-up of the Revenue by Customer Segments

Note: The above figures are extracted from the Consolidated and Standalone Financial Statements, which have been prepared in Year ended March 31, 2024 Year ended March 31, 2023
compliance with the Indian Accounting Standards (Ind AS), and it complies with all aspects of Ind AS notified under Section 133 of the Customer Segments
Act read with [Companies (Indian Accounting Standards) Rules, 2015 (amended)] and other relevant provisions thereof. There are no J in lakhs % of Revenue J in lakhs % of Revenue
material departures from the prescribed norms stipulated by the Accounting Standards in preparation for the Annual Accounts. Accounting Government & Education 1,34,248 43.9 1,07,132 41.8
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 Health & Life sciences 49,769 16.3 42,482 16.6
Accounting Standards on an ongoing basis. Manufacturing & Technology 46,686 15.3 39,124 15.2
Retail/Consumer 38,546 12.6 37,398 14.6
2. An Overview of the Company Affairs and Financial / Business Performance
Financial Services 36,231 11.9 30,203 11.8
• Mastek Operations Total 3,05,479 100.0 2,56,339 100.0
On a Consolidated basis, the Company and its Subsidiaries (“Mastek Group”) registered revenue from operations
of `3,05,479 lakhs for the year ended March 31, 2024 (as compared to `2,56,339 lakhs in the previous year ended • Consolidated Financial Statements
March 31, 2023), which is an increase of 19.2%. The Mastek Group registered a Net Profit of `31,097 lakhs for the The Consolidated Financial Statements have been prepared by the Company in accordance with the requirements
year ended March 31, 2024 (as compared to `31,027 lakhs in the previous year ended March 31, 2023), thereby of Indian Accounting Standard (IndAS) ‑ 110 “Consolidated Financial Statements” and IndAS ‑ 28 “Investments
registering an increase of 0.2%. Further details are included in notes to the Accounts of Consolidated Financial in Associates and Joint Ventures” prescribed under Section 133 of the Companies Act, 2013, read with the
Statement, which forms part of this Annual Report. rules thereunder.
On a Standalone basis, the Company registered revenue from operations of `37,267 lakhs for the year ended
March 31, 2024 (as compared to `31,339 lakhs in the previous year ended March 31, 2023). The Company also made
a Net profit of `11,302 lakhs for the year ended March 31, 2024 (as compared to a Net Profit of `13,214 lakhs in the
previous year ended March 31, 2023). Further details are included in notes to the Accounts of Standalone Financial
 Mastek Limited About How We Building a Statutory Financial Shareholder
106 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 107

Profitability 4. Scheme of Arrangement Mr. Ashank Desai relinquished his position as the The total dividend for the Financial Year ended
The profits for the Financial Year ended The Board of Directors of the Company at its meeting Managing Director w.e.f March 31, 2023 and Ms. Priti March 31, 2024, including the proposed Final Dividend,
March 31, 2024, remained flat YoY on account of held on September 5, 2023, approved the Scheme of Rao, Independent Director resigned with effect from amounts to ` 19.00 per equity share (on the face value
the following: Arrangement in the nature of amalgamation of Meta May 1, 2023. During the year, Mr. Umang Nahata joined of `5.00 per equity share) or 380% (previous year `19.00
Soft Tech Systems Private Limited, a wholly-owned the Board as Non‑ Executive and Non‑Independent, per share or 380%).
a) Driven by increase in revenues, better cost New Shareholders’ Nominee Director with effect from
subsidiary, (‘Transferor Company’) with the Company
efficiencies and resource utilization; offset by July 19, 2023 and Ms. Marilyn Jones as Non-executive 8. Transfer of Unclaimed Dividend Amount and
(‘Transferee Company’).
b) Increase in talent cost, led by higher demand for and Independent Director with effect from September Underlying Shares to Investor Education and
The Scheme is expected to achieve the following. 5, 2023. The Company also appointed Mr. Hiral Protection Fund Authority
niche, cloud and skilled resources in the market
• Streamlining the structure of the Transferee Chandrana as the Chief Executive Officer with effect As required under the provisions of Section 125 and
c) Investment in sales and capability building from May 31, 2023.
Company by way of reduction in the number of other applicable provisions of the Act, dividends that
d) Full year impact of Metasoft and Biz entities and making it simple and transparent; There has been no change in the nature of business of remain unpaid / unclaimed for a period of 7 (seven)
Analytica acquisitions your Company. consecutive years, are required to be transferred to
• Elimination of doubling of related costs, thereby
the account administered by the Central Government
reducing operational and administrative expenses
3. Acquisition 6. Transfer to General Reserves viz. Investor Education and Protection Fund (“IEPF”).
and overheads, and leading to better cost and
Acquisitions are a key enabler for driving capability to Further, according to the said Rules, the shares on
operational efficiencies; and No part of the profit for the year was transferred to
build industry domain, focus on key strategic areas, which dividend has not been encashed or claimed by
General Reserves during the year under review.
strengthen presence in emerging technology areas • Reducing the multiplicities of legal and regulatory the Members for 7 (seven) consecutive years or more
including Digital, and AI increase market footprint in compliances. shall also be transferred to the Demat account of the
7. Dividend
newer markets. Your Company focuses on opportunities IEPF Authority.
The Hon’ble National Company Law Tribunal, Pursuant to Regulation 43A of the SEBI Listing
where it can further develop its domain expertise, Ahmedabad Bench pronounced the Order on May 17, During the year under review, pursuant to the
Regulations, your Company has a well-defined Dividend
specific skill sets, and its global delivery model to 2024, approving the Scheme of Arrangement between provisions of Section 124 (5) of the Act, the 2nd Interim
Distribution Policy that balances the dual objectives
maximise service and product enhancements and Meta Soft Tech Systems Private Limited (MST) and the Dividend for the Financial Year 2015‑16 amounting to
of rewarding Members through dividends whilst also
higher margins. Company. The Company then filed the certified copy `2,08,311 and the Interim Dividend for the Financial
ensuring the availability of sufficient funds for the
The Company’s Wholly Owned First Level Step-down of the NCLT Order, with the Registrar of Companies on growth of the Company. The Policy is available on the Year 2016‑17 amounting to `1,47,883 which remained
Subsidiary i.e., Mastek Inc. acquired 100% Membership May 31, 2024. The Scheme of Arrangement accordingly website of the Company and can be accessed through unclaimed for 7 (seven) consecutive years and was lying
Interest of BizAnalytica LLC, an US Entity which is an became Effective from May 31, 2024 (‘Effective Date’). the web link https://www.mastek.com/wp-content/ in the unpaid dividend account, has been transferred
independent data cloud and modernisation specialist uploads/2022/07/Dividend-Distribution-Policy.pdf by the Company to the designated Bank account
With effect from the Appointed Date, August 1, 2022,
in the Americas region. The purchase consideration of IEPF Authority and the underlying shares on the
all the assets and liabilities of Transferor Company,
included an upfront payment of $16.72 million and Interim Dividend above‑unclaimed amount aggregating to 612 equity
without any further act, instrument or deed, stands
an earn-out between $0 to $24.0 million subject to shares and 1,341 equity shares respectively, have
transferred to and vested in and/ or be deemed to The Board of Directors at its meeting held on
achieving financial targets. also been transferred to the Demat account of the
have been transferred to and vested in Transferee January 18, 2024, declared an Interim Dividend at the
IEPF Authority.
As part of the transaction stated above, the Company Company so as to become, on and from the Appointed rate of 140% i.e., `7.00 per equity share (on the face
acquired identified assets and liabilities including Date the estate, assets, rights, title, interests and value of `5.00 per equity share). The above dividend The Company is in the process of transferring
the business of BizAnalytica Solutions LLP, an Indian authorities of the Transferee Company, pursuant to the was paid to the Members on February 8, 2024. The the Unclaimed Final Dividend amount for the
entity and India affiliate of BizAnalytica LLC, USA. provisions of Sections 230 to 232 of the Act. Company had deducted tax at source at the time of Financial Year 2016‑17 to IEPF authority shortly,
BizAnalytica Solutions LLP is an offshore service payment of dividend in accordance with the provisions including the underlying equity shares on the above
The Transferee Company held 100% share capital
provider and is mainly engaged in the data cloud and of the Income Tax Act, 1961. unclaimed dividend.
of the Transferor Company. Accordingly, pursuant
modernisation related support/manpower services. to the amalgamation of the Transferor company The due dates of the unpaid / unclaimed dividend
The slump purchase included all Identified Assets and Final Dividend
with the Transferee company, Equity Shares held by amount, which will be transferred to the IEPF Authority
Liabilities for `1,050 lakhs (equivalent to $1.28 million) the Transferee company has been cancelled and Your Directors are pleased to recommend a Final in the current financial year and subsequent years, are
in India by the Company. extinguished as per Section 66 of the Act and hence Dividend at the rate of 240%, i.e., `12.00 per equity given in the Report on Corporate Governance, which
no shares of the Transferee company has been issued share (on the face value of `5.00 per equity share) for forms part of this Annual Report.
Objects and effects of the acquisition: and allotted. Further, the authorised share capital the Financial Year ended March 31, 2024, which will
BizAnalytica LLC is based in USA, offering a full range of the Transferor Company stands transferred to the be paid upon obtaining the Members’ approval at the 9. Management Discussion and Analysis
of professional data services, including architectural Transferee Company’s authorised share capital. ensuing Annual General Meeting. The Final Dividend,
In terms of provisions of Regulation 34(2) of the SEBI
design, systems integration, data migration, if approved, will be paid (subject to deduction of tax
Listing Regulations, a detailed Management Discussion
automation, managed services, and analytics. 5. Material Changes and Commitments including at source) within 30 (thirty) days from the date of the
and Analysis section is given elsewhere in this report
Changes in the Nature of Business Annual General Meeting to those Members whose name
BizAnalytica’s expertise in the modern data stack and forms part of this Annual Report.
appears in the Register of Members as on the book
positions Mastek favourably to leverage the immense There have been no material changes and commitments
closure date mentioned in the Notice convening the
market potential in the area of Data Cloud and affecting the financial position of the Company, which 10. Employee Stock Option Plans
42nd Annual General Meeting.
Modernisation which is expected to significantly have occurred from the end of the Financial Year of the A. The Company has 2 (two) ongoing Employee
increase with the adoption of Generative AI. Company to which the Financial Statements relate till Stock Option Plans (“ESOPs”) at present. The
the date of this Report.
 Mastek Limited About How We Building a Statutory Financial Shareholder
108 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 109

Members approved the ESOP Plan V by way of a of ESOPs with the provisions of the Act and SEBI Further, the Board of Directors of the Company, by respect of Subsidiaries, are available on the website
Postal Ballot on March 20, 2009, approved the SBEB Regulations, has been obtained and shall virtue of a Special Resolution, passed by the Members of the Company and the same are also available for
ESOP Plan VI in the Annual General Meeting held be available for inspection by the Members. of the Company through Postal Ballot on January 13, inspection by the Members.
on October 1, 2010, and approved the ESOP Plan The Members desiring inspection may write to 2024, approved and allotted 1,59,942 equity shares
There have been no material change in the nature of
VII in the Annual General Meeting held on July 17, [email protected] having the face value of `5 each, at an issue price
the business of any of the Company’s Subsidiaries.
2013, for issuance of the Employee Stock Options of `2,382 per share (including premium of `2,377
During the year under review, there were no
(“Options”) to the identified employees of the per share), aggregating to `38.10 crores on a private
material changes in the ESOP plans of the Material Subsidiaries
Company. The First 4 (four) Plans I to IV, have placement basis through the preferential allotment
Company. The details of the overall Options Mastek (UK) Limited, Mastek Enterprise Solutions
been already closed by the Company. on February 19, 2024, towards buyout of third and
under the aforesaid ESOPs and the disclosure Private Limited (MESPL) and Mastek Systems Company
final tranche of Compulsorily Convertible Preference
After the close of the Financial Year 2023-24, in compliance with SEBI SBEB Regulations for Limited (formerly known as Evolutionary Systems
Shares (CCPS) from CCPS holders of Mastek Enterprise
the Nomination & remuneration Committee the year ended March 31, 2024, are annexed as Company Limited) are ‘Material Subsidiaries’ as per the
Solutions Private Limited (formerly known as Trans
has approved closure of ESOP Plan V effective “Annexure 1” to this report. criteria given under Regulation 16 of the SEBI Listing
American Information Systems Private Limited),
July 1, 2024. This Plan has been in existence Regulations. Additionally, MetasoftTech LLC, a US entity
Subsidiary of the Company. The buyout of CCPS was
for the last 15 years and neither any vested & 11. Increase in Authorised, Issued, Subscribed, has also become a Material Subsidiary for the current
partially in cash and partially through issue of Equity
exercised options were pending for allotment and Paid-Up Equity Share Capital financial year 2024-25.
Shares. The issue price was determined in accordance
of shares to the employees nor it affects any During the year, the Company issued and allotted with the applicable provisions of the SEBI (Issue of As required under Regulation 16 of the SEBI Listing
employees rights/Company’s obligations. 3,19,484 equity shares of the face value of ` 5 each Capital and Disclosure Requirements) Regulations, Regulations, the Company has formulated a “Policy for
B. The Nomination and Remuneration Committee for a total nominal value of `15,97,420 under various 2018, as amended. determining Material Subsidiaries” and posted the same
of the Company, inter alia, administers and Employee Stock Option Plans to the employees who
The Company now holds the entire 1,50,000 on the website of the Company, and can be accessed
monitors ESOPs, implemented by the Company in exercised their vested Employee Stock Options and
CCPS of ` 1/‑ each of Mastek Enterprise Solutions through the web link at "https://www.mastek.com/
accordance with the relevant provisions of the Act under preferential issue. These equity shares ranked
Private Limited. wp-content/uploads/2022/07/Policy-for-determining-
and the SEBI (Share Based Employee Benefits and pari passu in all respects with the existing equity
Material-Subsidiaries.pdf
Sweat Equity) Regulations, 2021, (including any shares of the Company. Your Company is listed on BSE Limited and National
statutory modification(s) and / or re‑enactment(s) Stock Exchange of India Limited and the Company has  As a part of good corporate governance practice and
Further, in terms of Scheme of Arrangement
thereof for the time being in force) (“SEBI SBEB not issued any equity shares with differential rights as required under Regulation 24 of the SEBI Listing
between Meta Soft Tech Systems Private Limited, a
Regulations”). During the year under review, as to dividend, voting, or otherwise, and shares are Regulations, the Company has already appointed
wholly‑owned subsidiary, (‘Transferor Company’) with
the Company granted 1,05,570 Options to its actively traded on the aforementioned Exchanges and an Independent Director on the Board of Mastek
the Company (‘Transferee Company’), the authorised
identified employees. have not been suspended from trading. (UK) Limited.
share capital of the Transferee Company stands
The Certificate from M/s. P. Mehta & Associates, increased by ` 75,00,000 divided into 15,00,000 Equity Also, the Share Capital Audit report as per the SEBI MESPL, being the unlisted material subsidiary of the
Secretarial Auditors, confirming the compliance Shares of ` 5 each. Listing Regulations is conducted on a quarterly basis Company, has undergone Secretarial Audit in terms of
by M/s. P. Mehta & Associates, Practicing Company Regulation 24A of SEBI Listing Regulations and Section
Secretaries, and the Report is duly forwarded to the 204 of the Companies Act 2013. The Secretarial Audit
aforementioned Exchanges where the equity shares of Report of MESPL forms part of this report and it does
The movement of Share Capital during the year under review was as under: not contain any qualification, reservation or adverse
the Company are listed.
Cumulative Cumulative
remark or disclaimer.
No. of shares issued
Particulars
and allotted
outstanding No. of
shares
outstanding Total
share capital (in J)
12. Subsidiaries and Material Subsidiaries The Company monitors the performance of its
Share Capital at the beginning of the year, i.e. as on April 1, 2023 - 30,524,827 152,624,135 A list of group Subsidiaries of your Company is provided Subsidiaries, inter alia, by the following means:
as part of the notes to the Financial Statements.
Allotment of Shares: • The Financial Statements and in particular,
1. April 12, 2023 ‑ Under ESOP 3,931 3,05,28,758 15,26,43,790 In accordance with Section 129(3) of the Act, read investments made by the Unlisted Subsidiary
2. June 11, 2023 ‑ Under ESOP 61,331 3,05,90,089 15,29,50,445 with Rule 5 of the Companies (Accounts) Rules, 2014, Companies are reviewed by the Audit Committee of
3. July 12, 2023 – Under ESOP 15,487 3,06,05,576 15,30,27,880
a separate statement containing the salient features the Company on a consolidated basis.
of the financial statements of all Subsidiaries of the
4. September 10, 2023 ‑ Under ESOP 37,386 3,06,42,962 15,32,14,810 • The Minutes of the Board Meetings of the
Company, in prescribed Form AOC - 1 is annexed
5. October 11, 2023 ‑ Under ESOP 6732 3,06,49,694 15,32,48,470 Subsidiary Companies are placed before the Board
as “Annexure 2” to this Report. The statement
6. December 8, 2023 ‑ Under ESOP 17,761 3,06,67,455 15,33,37,275 of the Company.
also provides details of the performance and
7. January 10, 2024 ‑ Under ESOP 7204 3,06,74,659 15,33,73,295 financial position of each of the Subsidiaries and • The details of any significant transactions and
8. February 19, 2024 ‑ Under Preferential Issue 1,59,942 3,08,34,601 15,41,73,005 their contribution to the overall performance of arrangements entered into by the Unlisted
9. March 10, 2024 ‑ Under ESOP 9,710 3,08,44,311 15,42,21,555 the Company. Subsidiary Companies are placed before the Board
Share Capital at the end of the year, i.e. as on March 31, 2024 3,19,484 3,08,44,311 15,42,21,555
of the Company.
During the Financial Year 2023‑24, the Company had no
Associate Company. • The identified Senior Managerial Personnel of
the Company also in some cases, are appointed
Further, pursuant to the provisions of Section 136(1)
as the Directors and Key Managerial Personnel
of the Act, the Financial Statements including,
of Subsidiary Companies, and they also apprise
Consolidated Financial Statements along with relevant
on a quarterly basis to the Company’s Board
documents and separate Financial Statements in
/ Committees.
 Mastek Limited About How We Building a Statutory Financial Shareholder
110 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 111

13. Particulars of Related Party Transactions Considering the ongoing business requirements, the  The first term of Mr. Rajeev Kumar Grover  Pursuant to Rule 8(5)(iii) of the Companies
Company proposes to increase the limits under Section (DIN: 00058165), who was appointed as an (Accounts) Rules, 2014, the following change
During the year under review, the Company has not
186 as mentioned in the Notice of the ensuing Annual Independent Director of the Company for a occurred in the composition of KMP during the
entered into any material transactions with Related
General Meeting and being placed before the Members term of 5 (five) consecutive years commencing year under review:
Parties (except with its Subsidiaries, which are
for their approval. from January 28, 2020, shall expire on January
exempt for the purpose of Section 188(1) of the Act).  The Company has not appointed any Managing
27, 2025. Based on the recommendation of the
As defined under Section 2(76) of the Act, read with Director after Mr. Ashank Desai relinquished his
15. Board of Directors and Key Managerial Nomination & Remuneration Committee and
Companies (Specification and Definitions Details) position as Maniging Director on March 31, 2023.
Personnel performance evaluation, the Board of Directors
Rules, 2014, all the Related Party Transactions entered However, it has appointed Mr. Hiral Chandrana
There have been changes in the composition of the of the Company, has appointed him for a second
into were in the ordinary course of business and are as the Chief Executive Officer with effect from
Board of Directors during the year under review. The term of three years commencing from January 28,
on an arm’s length basis and in compliance with the May 31, 2023.
details of the Board of Directors and the number of 2025, subject to approval of the shareholders.
applicable provisions of the Act and the SEBI Listing
meetings held and attended by the Directors have been The necessary resolution for the re‑appointment
Regulations. There are no materially significant Related c. Independent Directors and their Declarations
given in detail in the Report on Corporate Governance, of Mr. Grover is being placed for the approval
Party Transactions made by the Company with its  The definition of ‘Independence’ of Directors is
which forms part of this Annual Report. of the Members at the ensuing Annual General
Promoters, Directors or Key Managerial Personnel, etc., derived from Regulation 16 of the SEBI Listing
Meeting. A brief profile of Mr. Grover, along
which may have potential conflict with the interest of Regulations and Section 149(6) of the Act. The
a. Board’s Composition with other related information, forms part
the Company at large. Company has received necessary declarations
of the Notice convening the ensuing Annual
The Company has a diverse Board of Directors who under Section 149(7) of the Act and Regulation
All transactions with Related Parties are placed General Meeting.
believe in good Corporate Governance Practices. 25(8) of the SEBI Listing Regulations, from the
before the Audit Committee for its approval. Omnibus
The composition of the Board of Directors is in  In accordance with the provisions of the Act, Independent Directors stating that they meet
approvals are given by the Audit Committee on yearly
accordance with the provisions of Section 149 Mr. Ketan Mehta (DIN: 00129188), Non-executive / the prescribed criteria for independence. All
basis for transactions, which are anticipated and
of the Act and Regulation 17 of the SEBI Listing Non-independent Director of the Company, shall Independent Directors have affirmed compliance
repetitive in nature. A statement of all Related Party
Regulations, with an optimum combination of retire by rotation at the ensuing Annual General with the Code of Conduct for Independent
Transactions is presented before the Audit Committee
Non‑executive and Independent Directors. Meeting, and being eligible has offered himself for Directors as prescribed in Schedule IV of the
and the Board on a quarterly basis, specifying the
re-appointment. Act. A list of key skills, expertise, and core
nature, value, and broad terms and conditions of the As at March 31, 2024 the Board of Directors of
transactions. A significant quantum of Related Party the Company consists of 6 (six) Members, out of competencies of the Board of Directors is
 Resignation placed under the Corporate Governance Report,
Transactions undertaken by the Company is with its which there are 3 (three) Independent Directors,
Subsidiaries. The said transactions were unanimously including 1 (one) Woman Director. There are  During the year under review, Ms. Priti Rao (DIN: which forms part of this Annual Report. Based
approved by the Audit Committee as well as by the three Non‑ Executive Directors, out of which two 03352049), Independent Director of the Company, on the confirmations / declarations received
Board. There are no materially significant Related Party are Promoters. submitted her resignation effective May 1, 2023, from the Independent Directors, your Board of
Transactions that may have potential conflict with the from the Board of Directors and Board Committees Directors confirms that they are independent of
There was change in the role of Mr. Ashank Desai, of the Company stating that her term is nearing management, are persons of integrity, possess
interest of the Company at large.
from April 1, 2023 as Non‑Executive Chairman its end and having assessed her position in light relevant expertise and vast experience, and
The details of the Related Party Transactions as per of the Company and he has relinquished the of the Company’s plans for its next growth phase, bring an independent judgment on the Board’s
Indian Accounting Standards (Ind AS) ‑ 24 are set out in role of Managing Director of the Company on she has decided to resign. discussions (including the proficiency) of the
notes to the Financial Statements of the Company. The March 31, 2023. Independent Directors of the Company.
Company in terms of Regulation 23 of the SEBI Listing  The Board applauded and wish to place on record
Regulations submits on the same date of declaration of Appointment/ Re-appointment that Ms. Priti Rao brought in immense value  Accordingly, the following Non‑Executive Directors
its Standalone and Consolidated Financial Results for through her operational expertise and contributed are Independent of the Management:
Mr. Umang Nahata (DIN: 00323145) was appointed
the half‑year, disclosures of Related Party Transactions greatly to Mastek during her 12‑year stint as
as an Additional Director (Non‑Executive) with  1. Mr. Rajeev Kumar Grover;
on a consolidated basis, in the format specified in the Director. Her passion for Social Responsibility and
effect from July 19, 2023. The Members of the
relevant Accounting Standards to the Stock Exchanges. Corporate Governance and her drive to engage  2. Mr. Suresh Vaswani; and
Company, at the 41st Annual General Meeting held
organisation in taking the right decisions were the

Form AOC-2 pursuant to Section 134(3)(h) of the Act on September 21, 2023, approved the appointment  3. Ms. Marilyn Jones
highlights of her association with Mastek.
read with Rule 8(2) of the Companies (Accounts) Rules, of Mr. Umang Nahata a Non‑ Executive, Non-
 None of the Directors of the Company is
2014 is annexed as “Annexure 3” to this Report. independent, New Shareholders’ Nominee
b. Key Managerial Personnel disqualified from being appointed as Director
Director, liable to retire by rotation.
Pursuant to the provisions of Sections 2(51) as specified in Section 164(2) of the Act read
14. Particulars of Loans, Guarantees, and  Ms. Marilyn Jones (DIN: 10301799) was appointed with Rule 14(1) of the Companies (Appointment
and 203 of the Act read with the Companies
Investments as an Additional Director (Non‑Executive, and Qualification of Directors) Rules, 2014.
(Appointment and Remuneration of Managerial
The particulars of Loans, Guarantees given, and Independent) with effect from September 5, Personnel) Rules, 2014 (as amended from time to As required under Rule 6 of the Companies
Investments made by the Company during the year 2023. The Members of the Company, by way of a time), the following persons are acting as the Key (Appointment and Qualification of Directors)
under review and as covered under the provisions special resolution passed through postal ballot on Managerial Personnel (KMP) of the Company: Rules, 2014, all the Independent Directors have
of Section 186 of the Act have been disclosed in the November 30, 2023, approved the appointment completed the registration with the Independent
notes to the Financial Statements forming part of the of Ms. Marilyn Jones as a Non‑ Executive  1. Mr. Hiral Chandrana - Chief Executive Officer Directors Databank and also completed the online
Annual Report. The Company has made investments Independent Director, not liable to retire with effect from May 31, 2023 proficiency test conducted by the Indian Institute
in subsidiaries and provided Corporate Guarantees / by rotation.  2. Mr. Arun Agarwal ‑ Global Chief of Corporate Affairs, wherever required.
Stand by Letter of Credit and also security / charge Financial Officer  There has been no change in the circumstances
/ mortgage over its properties as security for loan
 3. Mr. Dinesh Kalani ‑ Sr. Vice President – Group affecting their status as an Independent Directors
facilities availed by its Subsidiaries.
Company Secretary of the Company.
 Mastek Limited About How We Building a Statutory Financial Shareholder
112 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 113

d. Director liable to retire by Rotation and can be accessed through the web link https:// 120 (one hundred and twenty) days as prescribed  4. To ensure the proper composition of the
 In accordance with the provisions of Section 152 www.mastek.com/wp-content/uploads/2024/08/ under the Act. Board of Directors and Board diversity;
and other applicable provisions, if any, of the Induction-and-Familiarisation-Programme-for-
 During the year under review, the Board  5. To ensure that the level and composition
Act and pursuant to the Articles of Association of Independent-Directors-2024.pdf
accepted all recommendations made by its of remuneration are reasonable and
the Company, Mr. Ketan Mehta (DIN: 00129188) is various Committees. sufficient to attract, retain and motivate Key
liable to retire by rotation at the ensuing Annual g. Code of Conduct and Directors’ Appointment
Managerial Personnel and Senior Managerial
General Meeting and being eligible has offered and Remuneration  As per Schedule IV of the Act, Secretarial
Personnel and their remuneration involves
himself for re‑appointment. In the opinion of  The Company has formulated a “Code of Conduct Standards‑1 on Board Meetings and SEBI Listing
a balance between fixed and variable
the Board, Mr. Mehta possesses the requisite for Directors”. The confirmation of compliance Regulations, one meeting of the Independent
pay reflecting short-term and long-term
qualifications and experience, and therefore, with the same is obtained from all the Board Directors was held during the year under review.
performance objectives appropriate to the
your directors, based on the recommendation of Members on an annual basis. All Board Members Company’s working and its goals.
Nomination and remuneration Committee and have given their confirmation of compliance  i. Committees of the Board
Annual Performance Evaluation, recommends the for the year under review. A declaration duly  In terms of the requirements of the Act and the  Additionally, the Board on the
re‑appointment of Mr. Ketan Mehta. The necessary signed by Chairman is given under the Report SEBI Listing Regulations, the Board of Directors has recommendation of the NRC, reviews the
resolution for the re‑appointment of Mr. Ketan on Corporate Governance, which forms part constituted the following Committees: list of core skills / expertise / competencies
Mehta is being placed for the approval of the of this Annual Report. The “Code of Conduct required from the Directors, in the context of
 1. Audit Committee the Company’s business and sector, for it to
Members at the ensuing Annual General Meeting. for Directors” is also posted on the website of
the Company and can be accessed through the  2. Nomination and Remuneration Committee function effectively.
 A brief profile of Mr. Ketan Mehta, along
weblink https://www.mastek.com/wp-content/  3. Stakeholders’ Relationship Committee  Please refer to the Notes to Accounts and
with other related information, forms part
uploads/2022/08/Code-of-Conduct-for-Directors.pdf  4. Corporate Social Responsibility Corporate Governance Section for the details
of the Notice convening the ensuing Annual
General Meeting.  The Nomination and Remuneration Committee Committee, and on the Remuneration of Directors and Key
of the Company formulates the criteria for  5. Risk Management & Governance Committee Managerial Personnel.
e. Performance Evaluation of the Board determining the qualifications, positive attributes,
 The detailed information of the Committees, along k. Particulars of Employees and Related
 In compliance with the provisions of the and independence of Directors in terms of
with their composition, charter, the number of Disclosures
Companies Act, 2013 and the SEBI Listing its charter. In evaluating the suitability of
meetings held, and the attendance thereof during
Regulations, the Board of Directors has carried individual Board Members, the Committee takes  The ratio of remuneration of each Director
the year under review, have been provided in the
out an Annual Evaluation of the performance into account factors such as educational and to the median remuneration of Employees
Report on Corporate Governance, which forms
of the Board, the Board Committees, Individual professional background, general understanding as per Section 197(12) of the Act read with
part of this Annual Report.
Directors, and Chairpersons for the year of the Company’s business dynamics, standing Rule 5(1) of the Companies (Appointment
under review. in the profession, personal and professional and Remuneration of Managerial Personnel)
 j. Company’s Policy on Nomination and
ethics, integrity and values, willingness to Rules, 2016 is annexed as “Annexure 4” to
 Board and Committees functioning was reviewed Remuneration
devote sufficient time and energy in carrying this report.
by an external subject expert and evaluated using out their duties and responsibilities effectively.  The Nomination and Remuneration Committee
a peer review process and based on responses (‘NRC’) has formulated a Nomination and  During the year under review, the
The Committee also assess the independence
received from Directors and Committee Members, Remuneration Policy laying out the role of Non‑Executive Directors of the Company had
of Directors at the time of their appointment /
through a structured questionnaire, covering NRC, Policy on Director’s Appointment and no pecuniary relationship or transactions
re‑appointment as per the criteria prescribed
various aspects of the composition and functioning Remuneration, including the recommendation of with the Company, other than receiving
under the provisions of the Act and the Rules
of the Board and its Committees. remuneration of the Key Managerial Personnel sitting fees, commission, and reimbursement
made thereunder and the SEBI Listing Regulations.
and Senior Managerial Personnel and the criteria of expenses incurred by them for the
 The Board expressed its satisfaction with the  h. Meetings of the Board of Directors purpose of attending meetings of the Board /
for determining qualifications, positive attributes,
evaluation results, which reflects the high degree Committees of the Company.
 The Board / Committee Meetings are and independence of a Director. The policy is
of engagement of the Board and its Committees
pre‑scheduled, and a tentative calendar of the hosted on the website of the Company and can  In terms of the provisions of Section 197(12)
with the Company and its Management. Based on
meetings is circulated to the Directors well in be accessed through the weblink https://www. of the Act read with Rules 5(2) and 5(3) of the
the outcome of the evaluation and assessment‑
advance to help them plan their schedules and mastek.com/wp-content/uploads/2022/07/ Companies (Appointment and Remuneration
cum‑ feedback of the Directors, the Board, and
ensure meaningful participation. Should the Nomination-Remuneration-Policy-For-Board-of- of Managerial Personnel) Rules, 2014, as
the Management have also agreed on some action
need arise in the case of special and urgent Directors-Key-Managerial-Personnel.pdf amended, a Statement showing the names
points, which will be implemented over an agreed
business, the Board’s approval is obtained by and other particulars of the Employees forms
time frame.  Some of the salient features of the policy are
way of urgent meeting and/or passing resolutions part of this report. Having regard to the
as follows:
through circulation, as permitted by law, which is provisions of the proviso to Section 136(1)
f. Familiarisation Programme
confirmed in the subsequent Board Meeting. The  1. To regulate the appointment and of the Act, the Annual Report excluding the
 All Independent Directors are familiarised with Company has complied with Secretarial Standards remuneration of Directors, Key Managerial aforesaid information is being sent to the
the operations and functioning of the Company issued by the Institute of Company Secretaries of Personnel, and Senior Managerial Personnel Members of the Company and others entitled
at the time of their appointment and on an India on the Board Meetings. (Grade 17 & above) and succession planning; thereto. Details of Employees’ remuneration
ongoing basis. The Company has conducted a
 The Board of Directors met 8 (eight) times during  2. To formulate the criteria for Board as required under aforesaid provisions are
Familiarisation Programme for the Directors /
the Financial Year ended March 31, 2024. The Membership, including the appropriate mix of available with the Company and shall be sent
Independent Directors of the Company covering
details of the Board Meetings and the attendance Executive and Non‑Executive Directors; to Members electronically who request the
the matters as specified in Regulation 25(7) of the
of the Directors thereat have been provided in same by sending an e‑mail to the Company at
SEBI Listing Regulations. The details of the training  3. To identify persons who are qualified to
the Corporate Governance Report, which forms [email protected] from their
and Familiarisation Programme conducted by the become Directors as per the criteria / skill
part of this Annual Report. The maximum interval registered e‑mail address.
Company are hosted on the Company’s website matrix as formulated by the Board;
between any 2 (two) meetings did not exceed
 Mastek Limited About How We Building a Statutory Financial Shareholder
114 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 115

16. Statutory Auditors and their Report Committees. It may be noted that the same has been global scale of operations. The Management has laid As of March 31, 2024, Mastek Group had a total
Pursuant to the provisions of Section 139 of the Act, complied with subsequently. down internal financial controls to be followed by the headcount of 5,539. Mastek Group continues to focus on
and rules made thereunder, M/s. Walker Chandiok & Company/Group. The Company has adopted policies attracting new talent and helping them to acquire new
P. Mehta & Associates, Practicing Company Secretaries,
Co. LLP, Chartered Accountants (ICAI Firm Registration and procedures for ensuring the orderly and efficient skills, explore new roles, and realise their potential by
have been re‑appointed to conduct the Secretarial
Number 001076N / N500013) were re‑appointed as the conduct of the business, including adherence to the providing training and retaining top talent.
Audit of the Company for the Financial Year 2024‑25.
Statutory Auditors of the Company to hold office for Company’s policies, the safeguarding of its assets,
They have confirmed that they are eligible for the said
a second term of 5 (five) consecutive years from the the prevention and detection of frauds and errors, 21. Management of Equality, Risks of Fraud,
re‑appointment.
conclusion of the 40th Annual General Meeting, have the accuracy and completeness of the accounting Corruption, and Unethical Business Practices
given their consent for re‑appointment as Statutory The Company is in compliance with Regulation 24A of records, and the timely preparation of reliable
the Listing Regulations. The Company’s material Indian financial disclosures. • Equal opportunity employer
Auditors for the second term of 5 (five) consecutive
years from the Financial Year 2022‑23 onwards until the subsidiary has undergone Secretarial Audit. Copy of The Company has always provided a congenial
conclusion of the 45th Annual General Meeting, to be Secretarial Audit Report of Mastek Enterprise Solutions Internal Audit atmosphere for work, free from discrimination
held in the Year 2027. Private Limited (Formerly known as Trans American An independent and empowered Internal Audit Firm and harassment (including but not limited to
Information Systems Private Limited), Indian Material at the corporate level carries out risk focused audits sexual harassment). It has also provided equal
M/s. Walker Chandiok & Co. LLP have confirmed their Subsidiary forms part of this report and annexed as opportunities for employment to all irrespective
across all businesses (both in India and overseas) to
eligibility and given their consent under Sections “Annexure 5 A”. The Secretarial Audit Report of the of their personal background, ethnicity, religion,
ensure that business process controls are adequate
139 and 141 of the Act and the Companies (Audit material subsidiary does not contain any qualification, marital status, sexual orientation, or gender.
and are functioning effectively. These audits include
and Auditors) Rules, 2014 for their continuance reservation, adverse remark or disclaimer. reviewing finance, operations, safeguarding of assets,
as the Statutory Auditors of the Company for the • Code for Prevention of Insider Trading
and compliance‑related controls. Areas requiring
Financial Year 2024–2025. In terms of the SEBI Listing 18. Risk Management Practices
specialised knowledge are reviewed in partnership with
Regulations, the Auditors have also confirmed that they
Risk Management is an integral and important external subject matter experts. The Company has adopted the “Code of Internal
subject themselves to the peer review process of the
component of Corporate Governance. The Company Procedures and Conduct for regulating, monitoring
Institute of Chartered Accountants of India (ICAI) and The Internal Audit functioning is governed by the
has developed and implemented a comprehensive Risk and reporting of trading by Insiders” in compliance
hold a valid certificate issued by the Peer Review Board scope of audit duly approved by the Audit Committee
Management Framework, including Cyber security and with the SEBI (Prohibition of Insider Trading)
of the ICAI. of the Board, which stipulates matters contributing to
ESG for the identification, assessment and monitoring Regulations, 2015 to regulate, monitor and
the proper and effective conduct of the audit. As the
of key risks that could negatively impact the Company’s report trading by its Designated Person(s) / and
Report of Statutory Auditors business expanded with new acquisitions, the scope
goals and objectives. This framework is periodically other connected person(s). Further, for effective
M/s. Walker Chandiok & Co. LLP, Chartered has been widened to include the internal control
reviewed and enhanced under the oversight of the Risk implementation of the Code, the Company has
Accountants, have submitted their Report on the framework of the new entities. The corporate‑level
Management & Governance Committee of the Board as put in place the policy containing the penalty
Financial Statements of the Company for the Financial process controls, including the ERP framework and
well as by the Board of Directors of the Company. The framework and the internal guidelines on violation
Year 2023‑24, which forms part of this Annual Report. operating processes, are constantly monitored for
Audit Committee of the Board has additional oversight of the said Code.
The reports are self‑explanatory and there were no effectiveness during such Audits.
in the area of financial risks and controls.
observations (including any qualification, reservation, The Company’s “Code of practices and procedures
The Company’s senior management closely monitors
adverse remark, or disclaimer) of the Auditors in Mastek is committed to continually strengthen its for fair disclosure of unpublished price‑sensitive
the internal control environment and ensures that
the Audit Reports issued by them that calls for any Risk Management capabilities in order to protect the information” is available on the Company’s
the recommendations of the Internal Auditors are
explanation from the Board of Directors, and they interests of stakeholders and enhance shareholder website and can be accessed through the web
effectively implemented. The Audit Committee
also did not report any incident of fraud to the value. The detailed information pertaining to Risk link https://www.mastek.com/wp-content/
periodically reviews key findings and provides strategic
Audit Committee of the Company during the year Management is given elsewhere in the profile pages in uploads/2024/07/Code-of-Practices-and-
guidance. Internal Auditors report directly to the
under review. this Report, which forms part of this Annual Report. Procedures-for-Fair-Disclosure-of-Unpublished-
Audit Committee.
Price-Sensitive-Information.pdf
17. Secretarial Auditors and their Report 19. Internal Control Systems
20. Human Resources
• Establishment of Vigil Mechanism (Whistle-
Pursuant to Section 204 of the Act and Rules made Adequacy of Internal Financial Controls A key area of focus for the Company is to create Blower Policy)
thereunder, P. Mehta & Associates, Practicing Company a performance‑driven workforce while ensuring
The Company believes that internal control is a The Vigil Mechanism as envisaged under the Act,
Secretaries, represented by Mr. Prashant Mehta were the health and well‑being of employees and their
necessary prerequisite of governance and that freedom the Rules prescribed thereunder, and the SEBI
appointed as Secretarial Auditors of the Company for families. Many policies and benefits were implemented
should be exercised within a framework of checks and Listing Regulations are implemented through the
the Financial Year 2023–24 to conduct the Secretarial to maximise employee engagement and welfare.
balances. The Company has a well‑established internal Company’s Whistle‑Blower Policy which establishes
Audit and issue the Secretarial Audit Report in Mastek also continues to endeavor to create a work
control framework, which is designed to continuously a formal vigil mechanism for the Directors,
Form MR-3. The Secretarial Audit Report issued by environment that is collaborative, encourages learning,
assess the adequacy, effectiveness and efficiency of Mastekeers, and Stakeholders and provides a
Secretarial Auditors for the Financial Year ended March and is growth‑ oriented to enable employees to
financial and operational controls. The management mechanism for reporting concerns about unethical
31, 2024, is annexed as “Annexure 5” to this report. perform at their full potential. Mastek believes in
ensures an effective internal control environment behavior, actual or suspected fraud or violation of
There were no qualifications or observations, adverse commensurate with the size and complexity of the an open and transparent work culture that places
the Code of Conduct and Ethics. It also provides
remarks or disclaimer of the Secretarial Auditors business, which assures compliance with internal adequate emphasis on Mastekeers work experience,
adequate safeguards against the victimisation
in the report issued by them for the Financial Year policies, applicable laws, regulations and protection feedback, and suggestions. Mastek organises regular
of the complainant who avails the mechanism
ended March 31, 2024, and hence, no explanation of resources and assets. engagement activities including interactions of
and provides direct access to the Chairperson of
was required from the Board of Directors. The said employees with Executive leaders in the organisation
Mastek Group has a presence across multiple the Audit Committee in exceptional cases. It is
report is self‑explanatory and does not call for further through various forums. In addition, forums such as
geographies, and a large number of employees, affirmed that no personnel of the Company have
comments, except fines paid to the Stock Exchanges regular org‑wide and function level connects, and
suppliers and other partners collaborate to provide been denied access to the Audit Committee.
for delay in appointing the Directors to meet the Quarterly Meets, and meetings provide opportunities
solutions to customer needs. Robust internal controls The Whistle Blower Policy / Vigil Mechanism is
requirement of the minimum number of Board Member for Mastekeers interaction with the management.
and scalable processes are imperative to manage the placed on the website of the Company and can
and consequently, delay in re-constitution of the
 Mastek Limited About How We Building a Statutory Financial Shareholder
116 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 117

be accessed through the weblink https://www. innovative measures to help employees understand the 26. Annual Return (ii) Specific Action Plan:
mastek.com/wp-content/uploads/2022/07/Group- forms of sexual harassment while working remotely. As required under the provisions of Sections 134(3) • Switching to HT express electricity
Whistle-Blower-Policy.pdf (a) and 92(3) of the Act read with Rule 12 of the feeders where feasible to reduce
During the year under review, no complaint with
allegations of sexual harassment was filed, and there Companies (Management and Administration) Rules, power shutdowns.
• Anti-Bribery and Corruption Policy 2014, the draft of the Annual Return in Form No.
was no complaint or pending investigations at the end • Implementing practices such as shutting
In furtherance of the Company’s Philosophy of of the year. MGT-7 (of Financial Year 2023-2024) has been made down lights and ACs after working hours.
conducting business in an honest, transparent, available on the website of the Company and can be
• Regular maintenance of electrical supply
and ethical manner, the Board has laid down 23. Corporate Social Responsibility (CSR) Activities accessed through the weblink: https://www.mastek.
systems to minimize breakdowns and
the ‘Anti‑Bribery and Corruption Policy’ as part / Initiatives com/investor‑information/.
reduce diesel consumption.
of the Company’s Code of Business Conduct
Mastek has been an early adopter of CSR initiatives. • Upgrading to energy-efficient systems for
and Ethics. Our Company has zero tolerance for 27. Compliance with Secretarial Standards
Mastek Foundation is the CSR wing of the Company. HVAC, UPS, and data centers.
bribery and corruption and is committed to acting During the year under review, the Company has
Founded in 2002, the mission of Mastek Foundation
professionally and fairly in all its business dealings. complied with the applicable Secretarial Standards • Replacing CFL lights with LED lights.
is Informed Giving, Responsible Receiving. The
Awareness of the policy is ensured through on Meetings of the Board of Directors and on General • Installing solar water heaters for
institution seeks to inspire Company employees by
mandatory online training and understanding is Meetings issued by the Institute of Company Secretaries cafeteria use.
creating awareness among them to give back to the
confirmed through a test that has a minimum of India in terms of Section 118(10) of the Act.
community through mediums such as volunteering and
threshold for passing and generating a certificate (iii) Utilization of Alternate Sources of Energy:
giving opportunities. The Foundation also supports Non‑
of successful completion. 28. Directors & Officers Insurance Coverage
Governmental Organisations (NGOs) to scale and build • New offices are located in LEED or Energy
their capabilities through the core skill of Information The Company has sufficiently insured itself under certified buildings.
22. Disclosures as per the Sexual Harassment
Technology. Hence, the Mastek Foundation has 3 (three) various Insurance policies to mitigate risks arising from • Existing offices are being refurbished to
of Women at the Workplace (Prevention,
clearly defined pillars: GIVE, ENGAGE, and BUILD. third‑ party or customer claims, property, casualty, meet LEED standards.
Prohibition, and Redressal) Act, 2013
etc. The Company also has in place an insurance
The Company has zero‑tolerance for sexual harassment The disclosures of CSR activities, required to be given • Initiating carbon offsetting to
policy for its “Directors & Officers” with a quantum
in the workplace and has adopted a policy on under Section 135 of the Act, read with Rule 8(1) of compensate for greenhouse gas
and coverage as approved by the Board. The policy
prevention, prohibition, and redressal of sexual the Companies (Corporate Social Responsibility Policy) emissions from UK offices, with plans for
complies with the requirements of Regulation 25(10) of
harassment at the workplace in line with the provisions Rules, 2014, as amended, are annexed as “Annexure 6” global implementation.
the SEBI Listing Regulations.
of the Sexual Harassment of Women at Workplace to this report. • Openness to adopting renewable energy
(Prevention, Prohibition and Redressal) Act, 2013 and The CSR Policy of the Company is posted on the 29. Details of Conservation of Energy and sources like solar and wind power
the rules thereunder for prevention and redressal website of the Company and can be accessed through Technology Absorption and Foreign Exchange wherever feasible.
of complaints of sexual harassment at workplace. the weblink https://www.mastek.com/wp-content/ Earnings and Outgo
The Company has complied with provisions relating uploads/2022/07/Corporate-Social-Responsibility- (iv) Capital Investment:
to the constitution of the Internal Committee under Policy-2022.pdf (A) Conservation of energy Mastek has invested approximately INR 5 Crores in
the Sexual Harassment of Women at Workplace Mastek delivers value and upholds the trust of energy conservation initiatives across its offices
(Prevention, Prohibition and Redressal) Act, 2013. 24. Business Responsibility and Sustainability not only its customers but also of its stakeholders upto the Financial Year 2023-2024.
All women employees, whether permanent, temporary, Report (BRSR) including its employees, its suppliers and partners,
or contractual, are covered under the above policy. The Pursuant to Regulation 34(2)(f) of the SEBI Listing the society it has impact on and the shareholders (B) Technology absorption
said policy has been uploaded on the internal portal of Regulations, the Business Responsibility and who invest in the Company. The ESG roadmap Mastek continues to invest in digital technologies
the Company for information of all employees. Periodic Sustainability Report for the Financial Year ended is aimed to lay out the actions that Mastek will to support business growth and enhance
sessions were also conducted to apprise employees and March 31, 2024 is given elsewhere and forms part of take and execute to achieve its sustainability operational efficiencies and customer experiences.
build awareness of the subject matter. Our key focus the Annual Report. The Company continues to execute objectives going beyond the minimum disclosure
requirements and regulatory compliance. Recent initiatives include:
is to create a safe, respectful, and inclusive workplace strong ESG proposition by working with all relevant
that fosters professional growth for each employee. stakeholders as well as in its own operations. • Implementation of a procure-to-pay platform
(i) Steps taken or impact on conservation of for procurement and billing processes.
Your Company has constituted an Internal Committee energy:
25. Corporate Governance Practices • Adoption of a Travel and Expense management
(IC) to consider and resolve all sexual harassment Mastek, being an IT/ITES Company, has
complaints if any, reported by women. The IC has been The Company has a rich legacy of ethical governance platform for managing travel booking
focused on reducing energy consumption
constituted as per the Sexual Harassment of Women at practices and follows sound Corporate Governance and expenses.
across all its offices.
Workplace (Prevention, Prohibition, and Redressal) Act, practices with a view to bringing transparency • Implementation of Environment, Social,
to its operations and maximising shareholder The Company initiated an action plan 8 years
2013, and the committee includes external members Governance digital dashboard for managing
value. The Company continues to maintain high ago, implemented in phases, to achieve
from NGOs or with relevant experience. Investigations ESG parameters.
standards of Corporate Governance, which has been energy savings.
are conducted, and decisions are made by the IC at the
fundamental to and is an integral principle of the Steps included:
respective locations, and a senior woman employee is a (C) Foreign exchange earnings and outgo
presiding officer over every case. More than half of the business of your Company since its inception. Your • Surveying electrical infrastructure to
Total Foreign Exchange used and earned by the
total members of the IC are women. The role of the IC Directors reaffirm their continued commitment to understand energy use breakdown.
Company are as follows:
is not restricted to the mere redressal of complaints good corporate governance practices. A Report on • Identifying challenges and implementing (I in lakhs)
but also encompasses the training, awareness, Corporate Governance along with a Certificate from smarter solutions, processes, and Year ended Year ended
Particulars
prevention and prohibition of sexual harassment. In the Secretarial Auditors of the Company regarding system upgrades. March 31, 2024 March 31, 2023

the last few years, the IC has worked extensively compliance with the conditions of Corporate Foreign Exchange Used 579 155
• Monitoring and measuring energy
on creating awareness of the relevance of sexual Governance as stipulated under Schedule V of the SEBI Foreign Exchange Earned 40,997 28,781
consumption to track progress.
harassment issues in the new normal, by using new and Listing Regulations forms part of this Annual Report.
 Mastek Limited About How We Building a Statutory Financial Shareholder
118 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 119

30. Environmental, Social and Governance (ESG) to enhance its environmental initiatives and engage and also agreed to incorporate the relevant amended (d) that the Annual Financial Statements have been
For over 42 years, Mastek has been at the forefront employees through its partnership with One Tree provisions of the Shareholders’ Agreement, which was prepared on a going concern basis;
in providing technology solutions to address complex Planted, the official partner of the United Nations modified and executed between the Company, its
(e) that proper Internal Financial Controls to be
public system challenges. During this time, Mastek Decade on Ecosystem Restoration. In January 2024, Promoters, and New Shareholders. Accordingly, the
followed by the Company have been laid down and
has consistently delivered substantial value to its Mastek registered as a participating company under the Company proposed the amendments to the Articles
that such internal financial controls are adequate
shareholders while dedicating a portion of its profits United Nations Global Compact, committing to its Ten of Association of the Company as a consequence
and were operating effectively; and
to societal betterment. Whether addressing customer Principles covering Human Rights, Labor, Environment, of the amendment of the Shareholders’ Agreement
needs, supporting its employees, or engaging with third and Anti-Corruption. and also added an article stating the appointment of (f) that proper systems have been devised to ensure
parties and the supply chain, sustainability has always Two Promoter Directors in terms of the Articles of compliance with the provisions of all applicable
been a fundamental consideration in Mastek's decision- 31. Other Disclosures Association of the Company, through the Postal Ballot. laws and that such systems were adequate and
making process. No disclosure or reporting was made with respect to The Shareholders approved the above amendments to operating effectively.
the following items, as there were no transactions the Articles of Association on April 28, 2023 by majority.
In FY24 Mastek added 7 more goals to its Sustainability 34. Industry Recognition:
during the year under review: The Authorised Share capital of the Company also
Framework, aligned with 12 of the United Nations'
stands amended in terms of the Order of the Hon' ble During the year under review, your Company,
Sustainable Development Goals: No Poverty (SDG • The Company does not have any scheme or
National Company Law Tribunal, Ahmedabad Bench subsidiaries and its officials received awards and
1), Zero Hunger (SDG 2), Good Health and Well- provision of money for the purchase of its own
dated May 17, 2024 approving the Amalgamation of felicitations conferred by reputable Organisations. The
Being (SDG 3), Quality Education (SDG 4), Gender shares by trustees for employee benefit.
Meta Soft Tech Systems Private Limited with the detailed updates on the same is included elsewhere in
Equality (SDG 5), Clean Water and Sanitation (SDG 6), • The Company is not required to maintain cost
Company. Accordingly, the Authorised Share Capital the profile pages of Annual Report.
Affordable and Clean Energy (SDG 7), Decent Work records as per Section 148 of the Act.
and Economic Growth (SDG 8), Reduced Inequalities has been increased from ` 400,000,000/- (Rupees Forty
• There was no buyback of shares during the year Crore) to ` 40,75,00,000/- (Rupees Forty Crore Seventy- 35. Acknowledgements
(SDG 10), Sustainable Cities and Communities (SDG 11),
under review. Five Lakhs Only), divided into 4,15,00,000 (Four Crores Your Directors thank all the customers, associates,
Responsible Consumption and Production (SDG 12), and
Climate Action (SDG 13). • The Company has not accepted any deposits from Fifteen Lakhs) Equity Shares of ` 5/- (Rupees Five Only) vendors, investors, and bankers across the globe,
the public under the provisions of the Act and the each and 20,00,000 (Twenty Lakhs) Preference Shares for their continued support during the year under
Since its listing in 1993, Mastek has been distinguished rules framed thereunder. of ` 100/- (Rupees One Hundred Only) each. review. Your Directors place on record their sincere
by board independence, governance, ethical business appreciation for the enthusiasm and the commitment
• The Company has not failed to implement any
practices, and shareholder transparency. The Company 33. Directors’ Responsibility Statement for the growth and also the contribution made by the
corporate action during the year under review.
has maintained a record of zero data breaches employees at all levels. The Company’s consistent
• The Company’s securities were not suspended Based on the framework of Internal Financial Controls
and consistently creates high shareholder value. growth was made possible by their hard work,
during the year under review. and compliance systems established and maintained
Additionally, Mastek's subsidiary boards are empowered solidarity, co‑operation, and support.
by the Company, audits and reviews are performed by
and include local independent directors. • The Company has not issued equity shares
the Internal, Statutory, and Secretarial Auditors, and  Your Directors are grateful to the Investors for their
with differential rights as to dividend, voting,
Mastek's commitment to social responsibility is the reviews are undertaken by the Management and continued support, trust, patronage and confidence
or otherwise.
embodied in the Mastek Foundation, established the Audit Committee, the Board is of the opinion that in the Company over last more than 4 (four) decades.
over two decades ago with the guiding principle of • There was no revision of financial statements and the Company’s Internal Financial Controls have been Your directors would like to make a special mention
“Informed Giving, Responsible Receiving.” Founded the Board’s Report of the Company during the year adequate and effective during the year under review. of the support extended by the various Departments
in 2002, a decade before the term CSR was widely under review requiring shareholders approval.
In terms of Section 134(3)(c) of the Act, your Directors of the Central and State Governments, particularly
recognized, the Mastek Foundation has made significant • No application has been made under the Insolvency the Software Technology Parks of India, Development
would like to make the following statements to the
strides in social impact. In FY24 alone, the foundation and Bankruptcy Code; hence the requirement to Commissioners ‑ SEZ, the Department of Communication
Members, to the best of their knowledge and belief
has touched the lives of 133,060 beneficiaries, disclose the details of the application made or and Information Technology, the Direct and Indirect
and according to the information and representations
supported 250 animals and birds, and partnered any proceeding pending under the Insolvency and Tax Authorities, the Ministry of Commerce, the Reserve
obtained by the Management:
with 16 charities across five states in India through Bankruptcy Code, 2016 (31 of 2016) during the Bank of India, Ministry of Corporate Affairs / Registrar of
various projects. A notable initiative among others is year along with their status as at the end of the (a) that in the preparation of the Annual Financial Companies, Securities and Exchange Board of India, the
the “Gratitude Is Attitude” event, where employees Financial Year is not applicable. Statements for the year ended March 31, 2024, Stock Exchanges and others and look forward to their
have the opportunity to volunteer with and contribute • There are no significant and material orders the applicable Accounting Standards have been continued support in all future endeavors.
to charities that support various causes. Under passed by the Regulators or Courts or Tribunals, followed along with proper explanation relating to
Social Value in the UK, Mastek supports a number material departures, if any; With continuous learning, the skill upgradation and
which would impact the going concern status
of bootcamps, multiple events for disadvantaged technology development, Company will continue to
of the Company and its future operations and (b) that such Accounting Policies as mentioned in
individuals to help them in various ways, including a provide world class professionalism and services.
legal compliances. However, Members’ attention the Notes to the Financial Statements have been
CV workshop, recruitment, or a discovery day at the is drawn to the statement on liabilities and Your Directors look forward to the long‑term future
selected and applied consistently, and judgements
offices. Carbon Net-Zero Emissions assessment and commitment in the Notes forming part of the with confidence.
and estimates have been made that are
benchmarking were undertaken for the UK office. Financial Statements. reasonable and prudent so as to give a true and For and on behalf of the Board of Directors
Mastek is committed to being Net Zero by 2035 in the
• The Company has not made any one‑time fair view of the state of affairs of the Company
UK and is already offsetting 100% of carbon emissions in
settlement for loans taken from the Banks or as at March 31, 2024, and of the profits of the
the UK as of December 2023.
Financial Institutions. Company for the year ended on that date;
Mastek is dedicated to reducing waste and optimizing Ashank Desai
(c) that proper and sufficient care has been taken
water and energy use as part of its environmental 32. Amendment to the Articles of Association Chairman
for the maintenance of adequate accounting
responsibility. Its offices in India are accredited with The Board of Directors of the Company, at their meeting (DIN: 00017767)
records in accordance with the provisions of the
ISO 14001 and ISO 45001. Significant reductions have held on March 21, 2023, approved the amendments to Act for safeguarding the assets of the Company Date: July 18, 2024
been achieved in electricity consumption, total the Articles of Association approving the additional and for preventing and detecting fraud and Place: Mumbai
GHG emissions, and water usage. Mastek continues clause on the appointment of two Promoter Directors other irregularities;
 Mastek Limited About How We Building a Statutory Financial Shareholder
120 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 121

“Annexure 1” to Directors’ Report

Year ended March 31, 2023

Weighted
average
Exercise
price (in `)

83

134

89

55

77

-
(iv) Options Movement during the year and weighted average exercise prices and weighted average fair values of options shall be disclosed separately for options whose
THE DISCLOSURE PURSUANT TO REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS)
REGULATIONS, 2021

(1,70,533)

(48,133)
No. of share
options

6,33,770

54,860

4,69,964

3,62,700

2,29,22,468
A. Relevant disclosures in terms of the B. Diluted EPS on the issue of shares pursuant to

Plan VII
Accounting Standards prescribed by the all the schemes covered under the Regulations

Year ended March 31, 2024

Weighted
average
Exercise
price (in `)

55

26

78

49

74

-
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

(1,44,722)

(45,912)
No. of share
options

4,69,964

1,05,570

3,84,900

2,45,514

38,32,137
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 Consolidated Financial Statements for the Financial

Year ended March 31, 2023

Weighted
average
Exercise
price (in `)

120

130

72

147

147

-
Year 2023‑24. Please note that the said disclosure Year 2023‑24. Please note that the said disclosure
is provided in accordance with Indian Accounting is provided in accordance with Indian Accounting
Standards (Ind AS) 102 ‑Share-Based Payment. Standards (Ind AS) 33 – Earnings per share.

(9,296)

(24,094)
No. of share
options

73,309

39,919

39,919

12,12,153
C. Details related to Employee Stock Option Plans (ESOP).

(i) General terms and conditions of ESOP

Plan VI
Sr. No. Particulars Plan V* Plan VI Plan VII

Year ended March 31, 2024

Weighted
average
Exercise
price (in `)

147

125

170

153

153

-
(a) Date of Shareholders’ March 20, 2009 October 1, 2010 July 17, 2013
Approval
(b) Total number of Options 15,00,000 20,00,000 25,00,000
approved under the
Schemes

(14,770)

(10,182)
exercise price either equals or exceeds or is less than the market price of the stock.

No. of share
options

39,919

14,967

14,967

18,45,713
(c) Vesting Requirements Options:
Applicable to all employees: The first vesting of the Stock Options shall happen only on
completion of 1 (one) year from the date of grant. The maximum vesting period is 3/4 years
from the date of Grant.
The price of Options would not be less than I5 per share (Face value).

Year ended March 31, 2023

Weighted
average
Exercise
price (in `)

47

47

47

-
(d) Exercise Price or Pricing The exercise price is determined by the Nomination and Remuneration Committee and such
Formula price may be the face value of the share from time to time or may be the Market Price or any
price as may be decided by the Committee.
(e) Maximum Term of 11 years from the date of Grant

(6,225)

(500)
Options Granted

No. of share
options

6,725

2,92,513
(f) Source of Shares Primary
(g) Variation in terms of The Company implemented the Scheme of Arrangement in the Financial Year 2015‑16,
Options effective April 1, 2014. Mastek Limited got split into Mastek Limited and Majesco Limited.

Plan V
Subsequent to this arrangement, the exercise price has been proportionately revised for the

Year ended March 31, 2024

Weighted
average
Exercise
price (in `)

-
Options outstanding on the date of arrangement. Ratio of split up was 37:63.

*Closed w.e.f July 1, 2024

(ii) Method used to account for ESOS = Fair Value

No. of share
options

-
(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

No. of Options/ RSU’s Vested during

No. of Options/ RSU’s Outstanding

Outstanding options/ RSU’s at the

No. of Options/ RSU’s Exercisable

during the year and No. of shares

No. of Options/ RSU’s Cancelled

No. of Options/ RSU’s Exercised

arising as a result of exercise of

options/ RSU’s during the year

No. of Options/ RSU’s Lapsed/
No. of Options/ RSU’s Granted

Money realized by exercise of

Cancelled during the year

revoked during the year

at the end of the year

at the end of the year

beginning of the year

during the year

options/ RSU’s
Particulars

the year
Plan
 Mastek Limited About How We Building a Statutory Financial Shareholder
122 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 123

(v) Employee-wise details of Options granted during the year to

(i) Senior managerial personnel Plan V Plan VI Plan VII
Annexure 2” to Directors’ Report
Hiral Chandrana - - 9,440
Abhishek Singh - - 2,800
FORM AOC-1
Arun Agarwal - - 1,250
Vimal Dangri - - 990 (Pursuant to the first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)
Raman Sapra - - 3,300
(ii) Employees who were granted, during any one year, options/ RSU’s A Statement containing salient features of the Financial Statements and the brief business of Subsidiaries Pursuant
amounting to 5% or more of the options/ RSU’s granted during the year to sub-section (3) of Section 129 of the Companies Act, 2013.
Hiral Chandrana - - 9,440
Sr.
(iii) Identified employees who were granted options/ RSU’s, during any one - - No.
Name of Subsidiaries Brief business of Subsidiaries
year, equal or exceeding 1% of the issued capital (excluding outstanding 1. Mastek Enterprise Solutions Private Limited is a Company with deep‑rooted capability in providing highly skilled
warrants and conversions) of the Company at the time of grant resources and end‑to‑end services including strategy, creative design,
implementation, and managed services for Digital commerce and
(vi) Description of the method and significant Risk free rate: The risk‑free rate being considered Enterprise applications. Having a presence in India and supporting the
assumptions used during the year to estimate for the calculation is the interest rate applicable US, ME, and India‑based Customers.
the fair value of options including the following for a maturity equal to the expected life of the 2. Mastek (UK) Limited is a niche digital transformation services provider, which uses agile
methodologies to service customers across sectors through the
information Options based on the zero‑coupon yield curve for App Development, Managed Services, Data Warehouse, Business
(a) The weighted-average values of share price, government securities. Intelligence, and Testing Services. The Company is a provider of
exercise price, expected volatility, expected Software Solutions, which enable customers to solve their complex,
Expected life of the Options: Expected life of mission‑critical business problems with innovative solutions that
option life, expected dividends, the risk-free the Options is the period for which the Company sustain and grow their business in the UK market.
interest rate, and any other inputs to the model expects the Options to be live. 3. Mastek Inc. is a niche digital transformation services provider, which uses agile
and the method used, and the assumptions methodologies to service customers across sectors through the
The minimum life of Options is the minimum App Development, Managed services, Data Warehouse, Business
made to incorporate the effects of expected Intelligence, and Testing Services. The Company is a provider of
early exercise; period before which the Options cannot be
Software Solutions, which enable customers to solve their complex,
exercised and the maximum life of the Option mission critical business problems with innovative solutions that
The weighted average fair value of each unit is the maximum period after which the Options sustain and grow their business in the US market.
under the plan, granted during the year ended 4. Trans American Information Systems Inc. is a global digital services firm focused on implementing the Digital
cannot be exercised. The Company has calculated
was I1,877 using the Black‑Scholes model with the Commerce applications including manages services, as well as integrating
expected life as the average of the minimum and them with the full suite of Oracle Customer Experience Products.
following assumptions: the maximum life of the Options. 5. Mastek Arabia FZ ‑ LLC is a niche digital transformation services provider, which uses agile
methodologies to service customers across sectors through the
Particulars As at March 31, 2024
Dividend yield: Expected dividend yield has been App Development, Managed services, Data Warehouse, Business
Weighted average grant date share 1,988 calculated as a total of interim and final dividends Intelligence and Testing Services in the middle east markets
price (J) 6. Mastek Digital Inc. is a niche digital transformation services provider, which uses agile
declared in the last year preceding the date methodologies to service customers across sectors through the
Weighted average exercise price 5
(J) of grant. App Development, Managed services, Data Warehouse, Business
Intelligence and Testing Services in the Canada market.
Dividend yield (%) 0.96% (b) How expected volatility was determined, 7. Mastek Arabia Systems Egypt LLC
Expected life (years) 4.5 - 6.5 years
including an explanation of the extent to 8. Evolutionary Systems Consultancy LLC
Risk free interest rate (%) 7.06% 9. Mastek Systems Bahrain WLL (Formerly Evolutionary
which expected volatility was based on
Volatility (%) 48.04% Systems Bahrain WLL)
historical volatility; and
10. Evosys Kuwait Company for designing and equipping
Volatility: Volatility is a measure of the amount Computer Centers LLC
The Black‑Scholes model is used for the valuation
by which a price hedge fluctuated or is expected 11. Evolutionary Systems Saudi LLC
of stock options and the expected volatility is
to fluctuate during the period. The measure of 12. Mastek Systems Pty. Ltd.
considered based on the historical trend. 13. Mastek Systems Malaysia SDN. BHD. (Formerly Evosys
volatility used in the Black Scholes option‑pricing
Consultancy Services Malaysia SDN. BHD.)
model is the annualised standard deviation of the 14. Newbury Cloud INC are in the business of IT consulting, Implementation and Managed
(c) Whether and how any other features of the services for Enterprise applications using best in class automation and
continuously compounded rates of return on the 15. Mastek Systems BV (Formerly Evolutionary Systems
option grant were incorporated into the methodologies to drive business outcome.
stock over a period of time. Company considered B.V.)
measurement of fair value, such as a market 16. Evolutionary Systems Qatar WLL
the daily historical volatility of the Company’s
condition. 17. Mastek Systems (Singapore) Pte. Ltd. (Formerly
stock price on NSE over the expected life of
Evolutionary Systems (Singapore) Pte. Ltd
each vest. Not Applicable to current Options.
18. Mastek Systems Company Limited (Formerly known as
Evolutionary Systems Company Limited
19. Evolutionary Systems Corp.
For and on behalf of the Board of Directors 20. Evolutionary Systems Canada Limited
21. Meta Soft Tech Systems Private Limited*
22. MetasoftTech Solutions LLC
23. BiZAnalytica, LLC is in business of Technology Consulting that specializes in optimizing
the commercial use of Analytical Information Technology (people,
Ashank Desai Rajeev Grover Hiral Chandrana Arun Agarwal Dinesh Kalani process and technology)
Chairman Director Chief Executive Officer Global Chief Sr. Vice President – * Amalgamated with the Company pursuant to the Hon' ble NCLT order dated May 17, 2024 and made effective
(DIN: 00017767) (DIN: 00058165) Financial officer Group Company Secretary as on May 31, 2024.
(Membership Number: FCS 3343)
Date: July 18, 2024
Place: Mumbai
Part “A”: Subsidiaries
124

The Date since Provision

Reporting Share Reserve & Total Total PBT / Proposed
when subsidiary Investments Turnover for PAT / (Loss) % of
Sl. Currency/ Capital Surplus Assets Liabilities (Loss) Dividend
Name of Subsidiaries was acquired Taxation Share-
No. Exchange Rate
acquired/ holding
in INR
incorporated (J in lakhs)

1 Mastek Enterprise Solutions Private Limited 23‑12‑2016 INR 5 57,094 69,613 12,513 43,148 20,806 6,567 2,088 4,479 100%
(Formerly Trans American Information
Systems Private Limited)
Mastek Limited

2 Mastek (UK) Limited 01‑10‑2001 1 GBP = 105.03 210 1,37,067 1,72,281 35,004 1,17,605 1,39,503 22,417 5,023 17,393 5,983 100%
Annual Report 2023-24

3 Mastek Inc. 17‑11‑2015 1 $= 83.41 59,513 (17,786) 1,46,965 105,239 1,27,529 12,558 (6,430) (2,072) (4,358) ‑ 100%
4 Trans American Information Systems Inc 23‑12‑2016 1 $= 83.41 4 5,526 17,191 11,661 1,350 17,330 (2,153) (404) (1,749) ‑ 100%
5 Mastek Digital Inc. 30‑04‑2020 1 CAD = 61.27 245 286 847 316 ‑ 618 (221) 1 (222) ‑ 100%
6 Mastek Arabia ‑ FZ LLC 01‑03‑2020 1 AED= 22.71 54,102 (3,722) 65,440 15,061 9,561 8,714 (884) 542 (1,426) ‑ 100%
7 Evolutionary Systems Consultancy LLC 01‑03‑2020 1 AED= 22.71 34 (4,441) 1,856 6,263 ‑ 2,829 (1,294) 132 (1,426) ‑ 49%
8 Mastek Systems Pty. Ltd. (Formerly 01‑02‑2020 1 AUD = 54.11 27 3,110 6,052 2,915 ‑ 6,574 469 141 328 ‑ 100%
Evolutionary Systems Pty Ltd.)
9 Mastek Systems Bahrain WLL (Formerly 01‑03‑2020 1 BHD = 221.23 111 901 1,732 720 ‑ 1,184 341 ‑ 341 ‑ 100%
Evolutionary Systems Bahrain WLL)
10 Mastek Arabia Systems Egypt LLC (Formerly 01‑03‑2020 1 EGP = 1.76 0 310 383 73 ‑ 477 177 41 136 ‑ 100%
known as Evolutionary Systems Egypt LLC)
11 Evosys Kuwait Company for designing and 01‑03‑2020 1 KWD = 271.00 54 825 1,280 401 ‑ 406 142 10 132 ‑ 49%
equipping Computer Centers LLC
12 Mastek Systems Malaysia SDN. BHD. 01‑02‑2020 1 MYR = 17.62 1 710 1,441 731 ‑ 917 (7) (2) (6) ‑ 100%
(Formerly Evosys Consultancy Services
Malaysia SDN. BHD.)
13 Newbury Taleo Group, Inc 01‑02‑2020 1 $= 83.41 0 181 235 54 ‑ 19 22 - 22 - 100%
14 Mastek Systems BV (Formerly Evolutionary 01‑02‑2020 1 EUR = 89.88 0 4,286 9,908 5,722 ‑ 10,790 (62) (5) (57) ‑ 100%
Systems B.V.)
15 Evolutionary Systems Qatar WLL 01‑02‑2020 1 QAR = 22.87 46 820 1,721 856 ‑ 1,240 141 14 127 ‑ 49%
16 Evolutionary Systems Saudi LLC 01‑03‑2020 1 SAR = 22.24 111 5,480 20,014 14,423 ‑ 23,894 1,505 301 1,204 ‑ 100%
17 Mastek Systems (Singapore) Pte. Ltd. 01‑02‑2020 1 SGD = 61.74 62 (533) 4,104 4,575 1 3,113 31 211 (180) ‑ 100%
(Formerly Evolutionary Systems (Singapore)
Pte. Ltd
18 Mastek Systems Company Limited (Formerly 01‑02‑2020 1 GBP = 105.03 0 30,980 40,656 9,676 0 30,368 5,703 1,482 4,221 ‑ 100%
known as Evolutionary Systems Company
Limited
19 Evolutionary Systems Corp. 01‑02‑2020 1 $= 83.41 2 4,612 14,903 10,289 1,887 21,189 1,710 504 1,207 ‑ 100%
20 Evolutionary Systems Canada Limited 17‑05‑2021 1 CAD = 61.27 31 60 1,057 966 ‑ 503 33 9 25 ‑ 100%

The Date since Provision

Reporting Share Reserve & Total Total PBT / Proposed
when subsidiary Investments Turnover for PAT / (Loss) % of
Sl. Currency/ Capital Surplus Assets Liabilities (Loss) Dividend
Name of Subsidiaries was acquired Taxation Share-
No. Exchange Rate
acquired/ holding
in INR
incorporated (J in lakhs)

21 Meta Soft Tech Systems Private Limited* 01‑08‑2022 INR 54 1,388 5,384 3,941 ‑ 6,195 1,031 319 712 ‑ 100%
Note 3
22 MetasoftTech Solutions LLC 01‑08‑2022 1 $= 83.41 194 10,983 18,439 7,262 ‑ 35,700 3,633 (1,140) 4,773 ‑ 100%
About
Mastek

Note 3
23 BizAnalytica, LLC 01‑08‑2023 1 $= 83.41 292 (996) 3,117 3,821 - 7,237 (910) - (910) - 100%
Note 4

* Amalgamated with Mastek Ltd pursuant to the Hon' ble NCLT order dated May 17, 2024.
Notes:
How We

1. Names of subsidiaries which are yet to commence operations: NA

Create Value

2. Names of subsidiaries which have been liquidated or sold during the year: NA
3. On August 1, 2022 the Company acquired 100% shareholding / Membership interest in these entities.
4. Acquired with effect from August 1, 2023. Also, refer note 34 to the consolidated financial statements
5. The figures reported above are based on unaudited financial statements of the subsidiaries.
Building a

Part “B”: Associates and Joint Venture

The Company does not have any Associates and/or Joint Venture Company during the year.
Sustainable Future

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
Reports
Statutory

For and on behalf of the Board

Ashank Desai Rajeev Grover Hiral Chandrana

Financial

Chairman Director Chief Executive Officer

Statements

DIN: 00017767 DIN: 00058165

Arun Agarwal Dinesh Kalani

Global Chief Financial Officer Sr. Vice President – Group
Company Secretary
Information
Shareholder

Date: July 18, 2024 (Membership Number: FCS 3343)

Place: Mumbai
125
 Mastek Limited About How We Building a Statutory Financial Shareholder
126 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 127

“Annexure 3” to Directors’ Report Name of related party

Nature of
Relationship
Nature of transactions
For the year ended
March 31, 2024

J in Lakhs

Reimbursable/ other expenses recoverable 13

FORM NO. AOC-2
Evolutionary Systems Qatar WLL Step down Subsidiary Reimbursable/ other expenses recoverable 0
(Pursuant to clause (h) of sub section (3) of Section 134 of the Act and Rule 8(2) of the Companies Evolutionary Systems Saudi LLC Step down Subsidiary Reimbursable/ other expenses recoverable 18
(Accounts) Rules, 2014) Meta Soft Tech Systems Private Wholly owned Information Technology Services ^ 69
Limited** Subsidiary
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 including certain arm’s length transactions. Reimbursable/ other expenses recoverable 5
Mastek Systems Bahrain WLL Step down Subsidiary Information Technology Services ^ 2
1. Details of contracts / arrangement / transactions not at arm’s length basis: NIL
MetasoftTech Solutions LLC Step down Subsidiary Reimbursable/ other expenses recoverable 60
2. Details of material contracts / arrangements / transactions at arm’s length basis: BizAnalytica LLC Step down Subsidiary Information Technology Services ^ 1,345
Mastek Foundation Enterprise where KMP Contribution towards CSR activities and donation 259
Nature of For the year ended
Name of related party
Relationship
Nature of transactions
March 31, 2024 has control
J in Lakhs Compensation of key management personnel of the Company 450
Mastek (UK) Limited Wholly owned Information Technology Services ^ 31,199
*T he guarantees have been given for loans availed by the respective subsidiaries. Also, the disclosure is of guarantee equivalent to amount of
Subsidiary loan availed (for transactions during the year) and outstanding at reporting date.
Other income 186 ^ This also includes foreign exchange adjustment/ fair value adjustment.
^^Consideration paid on behalf of subsidiary is pursuant to acquisition (Refer note 39(a) of Standalone Financial Statements.)
Dividend received from subsidiary 5,612
**Meta Soft Tech Systems Private Limited was amalgamated with Mastek Ltd. pursuant to the Hon' ble NCLT order dated May 17, 2024.
Reimbursable/ other expenses recoverable 387
Guarantee income ^ 115 a) Duration of the contracts / arrangements / transactions:
Mastek Enterprise Solution Private Wholly owned Information Technology Services ^ 455 Ongoing.
Limited Subsidiary
Consideration paid on behalf of subsidiary^^ 11,580 b) Salient terms of the contracts or arrangements or transactions including the value, if any:
Other income 2 • As per Transfer Pricing guidelines wherever applicable.
Reimbursable/ other expenses recoverable 85
• The value and nature of the transaction with each of the related parties is given above.
Guarantee income ^ 29
Mastek Inc. Step down Subsidiary Information Technology Services ^ 180
c) Date(s) of approval by the Board, if any:
Reimbursable/ other expenses recoverable 242 April 19, 2023. The contracts were entered into in the ordinary course of business and on arm’s length basis.
Reimbursable/ other expenses payable 15
d) Amount paid as advances, if any:
Guarantee income ^ 548
NIL
Guarantee given against loan availed by 13,913
subsidiary *
Trans American Information Systems Step down Subsidiary Information Technology Services ^ 1,105
For and on behalf of the Board of Directors
Inc. Ashank Desai
Other income 18 Chairman
Reimbursable/ other expenses recoverable 51 (DIN: 00017767)
Mastek Digital, Inc. Step down Subsidiary Reimbursable/ other expenses recoverable 8
Mastek Arabia FZ LLC Step down Subsidiary Information Technology Services ^ 69 Date: July 18, 2024
Place: Mumbai
Reimbursable/ other expenses payable 70
Reimbursable/ other expenses recoverable 1
Evolutionary Systems Consultancy LLC Step down Subsidiary Information Technology Services ^ 59
Reimbursable/ other expenses recoverable 25
Mastek Systems (Malaysia) SDH BHD Step down Subsidiary Information Technology Services ^ 67
Reimbursable/ other expenses payable 2
Mastek Systems (Singapore) Pte. Step down Subsidiary Information Technology Services ^ 390
Limited
Reimbursable/ other expenses payable 13
Evolutionary Systems Corp. Step down Subsidiary Reimbursable/ other expenses recoverable 64
Other income 6
Mastek Systems Company Limited Step down Subsidiary Information Technology Services ^ 69
Reimbursable/ other expenses recoverable 52
Mastek Systems Pty Ltd Step down Subsidiary Information Technology Services ^ 16
Reimbursable/ other expenses recoverable 22
Mastek Systems B.V. Step down Subsidiary Information Technology Services ^ 1
 Mastek Limited About How We Building a Statutory Financial Shareholder
128 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 129

“Annexure 4” to Directors’ Report “Annexure 5” to Directors’ Report

(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. Form No. MR-3
Secretarial Audit Report
For the Financial Year ended March 31, 2024
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 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Year 2023-24 and percentage increase / (decrease) in remuneration of each Director and KMP. Remuneration Personnel) Rules, 2014]
% Increase in
The ratio of
Remuneration for
Remuneration of each
Name of Directors and KMP Designation Financial Year 2023-24
Director / KMP to the
over Financial Year To, a) The Securities and Exchange Board of
median Remuneration
2022-23
The Members, India (Listing Obligations and Disclosure
Mr. Ashank Desai Chairman, Non‑Executive & Non‑Independent Director 4.17 -85
Mastek Limited Requirements) Regulations, 2015 (LODR);
Mr. Ketan Mehta Non‑Executive & Non‑Independent Director 2.93 -1%
Ahmedabad
(w.e.f. December 29, 2020) b) The Securities and Exchange Board of
Ms. Priti Rao Non‑Executive & Independent Director 0.31 -89% I have conducted the Secretarial Audit of the compliance of India (Substantial Acquisition of Shares and
(Resigned w.e.f May 1, 2023)
applicable statutory provisions and the adherence to good Takeovers) Regulations, 2011;
Mr. Rajeev Kumar Grover Non‑Executive & Independent Director 3.81 -3%
corporate practices by Mastek Limited (hereinafter called
Mr. Suresh Vaswani Non‑Executive & Independent Director 2.93 450%  c) The Securities and Exchange Board of
the “Company”), incorporated on May 14, 1982 having CIN:
(Appointed w.e.f. December 11, 2022) India (Prohibition of Insider Trading)
L74140GJ1982PLC005215 and Registered Office at 804/805,
Ms. Marilyn Jones Non‑Executive & Independent Director (Appointed w.e.f. 1.06 Regulations, 2015;
President House, Opp. C. N. Vidyalaya, Near Ambawadi
September 5, 2023)
Circle, Ahmedabad - 380006. The Secretarial Audit was  d) The Securities and Exchange Board of
Mr. Umang Nahata Non‑ Executive, Non-Independent, New Shareholders’ 1.37
Nominee Director (Appointment w.e.f. July 19, 2023.) conducted in a manner that provided me a reasonable basis India (Issue of Capital and Disclosure
Mr. Hiral Chandrana Global Chief Executive Officer 2.44 for evaluating the corporate conducts/statutory compliances Requirements) Regulations, 2018;
Mr. Arun Agarwal Global Chief Financial Officer (w.e.f. May 31, 2021) 12.72 18% and expressing my opinion thereon.
 e) The Securities and Exchange Board of India
Mr. Dinesh Kalani Sr. Vice-President- Group Company Secretary 4.22 -14% Based on my verification of the Company’s books, papers, (Share Based Employee Benefits) Regulations,
* The % change in Remuneration is not comparable as the said Directors / Key Managerial Personnel held their respective positions minute books, forms and returns filed and other records 2014 and the SEBI (Share Based Employee
for a part of the year in either Financial Year 2023‑24 or in Financial Year 2022‑23. maintained by the Company and also the information Benefits and Sweat Equity) Regulations, 2021;
Notes: provided by the Company, its officers, agents and authorised
 f) The Securities and Exchange Board of
1. The increase in the remuneration of Non‑Executive Directors is on account of an increase in the number representatives during the conduct of secretarial audit,
India (Registrars to an Issue and Share
of Board and Committee meetings and commissions during the year under review, vis‑a‑vis the preceding I hereby report that in my opinion, the Company has, during
Transfer Agents) Regulations 1993 regarding
Financial Year. the audit period covering the Financial Year ended March 31,
Companies Act, 2013 and dealing with
2. The median remuneration of the Company for all its employees is I 11,28,090 for the Financial Year 2023‑24. 2024 complied with the statutory provisions listed hereunder
the Client;
and also that the Company has proper Board-processes
2. The Percentage increase / decrease in the median remuneration of employees in the Financial Year 2023-24. and compliance-mechanism in place to the extent, in the 2. Provisions of the following Regulations and Guidelines
The percentage increase in the median remuneration of all employees in the Financial Year was 37.41 %. manner and subject to the reporting made hereinafter: prescribed under the Securities and Exchange Board
3. The number of permanent employees on the rolls of the Company as on March 31, 2024. of India Act, 1992 as amended (‘SEBI Act’) were Not
1. I have examined the books, papers, minute books,
The number of permanent employees on the rolls of the Company as on March 31, 2024, was 1315. Applicable to the Company during the audit period:-
forms and returns filed and other records maintained
4. Average percentile increase already made in the salaries of employees other than the Managerial Personnel by the Company for the Financial Year ended March 31, a) The Securities and Exchange Board of India (Issue
in the last Financial Year and its comparison with the percentile increase in the Managerial Remuneration and 2024 according to the provisions of: and Listing of Debt Securities) Regulations, 2008;
justification thereof and point out if there are any exceptional circumstances for increase in the Managerial (i) The Companies Act, 2013 (the Act) and the rules b) The Securities and Exchange Board of India
Remuneration. made thereunder; (Delisting of Equity Shares) Regulations, 2009;
The average percentage increase in the salaries of employees other than the Managerial Personnel in the
Financial Year was 27.25 % vis‑a‑vis decrease of 56.36 % in the Managerial remuneration. (ii) The Securities Contracts (Regulation) Act, 1956 c) The Securities and Exchange Board of India
(‘SCRA’) and the rules made thereunder; (Buyback of Securities) Regulations, 1998.
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. (iii) The Depositories Act, 1996 and the Regulations 3. I have relied on the representation made by the
and Bye-laws framed thereunder; Company and its Officers for systems and the
For and on behalf of the Board of Directors mechanism formed by the Company and having regard
(iv) Provisions of the Foreign Exchange Management
to the compliance system prevailing in the Company
Act, 1999 and the rules and regulations made
and on examination of the relevant documents and
thereunder to the extent of Foreign Direct
records in pursuance thereof, on test-check basis,
Ashank Desai Investment and Overseas Direct Investment.
the Company has complied with the following laws
Chairman (v) The following Regulations and Guidelines applicable specifically to the Company:
(DIN: 00017767) prescribed under the Securities and Exchange
Date: July 18, 2024 Board of India Act, 1992 as amended (‘SEBI Act’):-
Place: Mumbai
 Mastek Limited About How We Building a Statutory Financial Shareholder
130 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 131

a. The Information Technology Act, 2000 and the During the year under review following are the changes (c) The Company has confirmed payment of Interim (g) The Company has received three Notices from BSE
rules made thereunder; that took place in the Board of Directors: Dividend and declared Final Dividend for the Financial Limited and National Stock Exchange of India Limited
Year 2022-23. on August 21, 2023, October 28, 2023 and on February
b. The Special Economic Zone Act, 2005 and the i. Mr. Ashank Desai relinquished his position as the
22, 2024 for delayed compliance with Regulation
rules made thereunder; Managing Director w.e.f March 31, 2023; (d) All transactions with Related Parties are placed
17, 18 and 21 of the Listing Regulations during the
before the Audit Committee for its approval. Omnibus
c. Software Technology Parks of India rules ii. Ms. Priti Rao, Non-Executive Independent Director quarter ended June 30, 2023, September 30, 2023
approvals are given by the Audit Committee on yearly
and regulations; resigned w.e.f May 1, 2023; and December 31, 2023. The Company paid a fine of
basis for transactions, which are anticipated and
` 8,16,000/- + GST to each of the stock exchanges
d. The Trade Marks Act, 1999; iii. Mr. Hiral Chandrana was appointed as Chief repetitive in nature. There are no materially significant
viz BSE and NSE and subsequently complied with the
Executive Officer of the Company w.e.f May Related Party Transactions that may have potential
I have also examined compliance with the applicable clauses requirements as well.
31, 2023; conflict with the interest of the Company at large.
of the Secretarial Standards in respect of Meeting of Board
I further report that during the audit period the
of Directors (SS-1) and General Meetings (SS-2) issued by The iv. Mr. Umang Nahata (DIN: 00323145) was appointed (e) The Board of Directors at their meeting held on
Company and its officers has co-operated with
Institute of Company Secretaries of India and to the best of as an Additional Director (Non‑Executive) with September 5, 2023 has approved the Scheme of
me and have produced before me all the required
my knowledge and belief, during the period under review, effect from July 19, 2023. The Members of the Arrangement in the nature of amalgamation between
forms, information, clarifications, returns and other
the Company has generally complied with the provisions Company, at the 41st Annual General Meeting held the Company (Mastek Limited) and Meta Soft Tech
documents as required for the purpose of my audit.
of the Act, Rules, applicable Regulations, Guidelines, on September 21, 2023, approved the appointment Systems Private Limited (“MSTSPL”), a wholly-owned
Standards, etc. mentioned above. of Mr. Umang Nahata as a Non‑ Executive, subsidiary of the Company which was approved by the
Non-Independent, as New Shareholders’ Hon’ble NCLT on May 17, 2024 and made effective by
I further report that based on the information provided and For P Mehta & Associates
Nominee Director. the Company from May 31, 2024;
the representation made by the Company and also on the Practicing Company Secretaries
review of the compliance reports/confirmations of Chief v. Ms. Marilyn Jones (DIN: 10301799) was appointed (f) The Company at its Board Meeting held on
Executive Officer and Chief Financial Officer and Chief as an Additional Director (Non‑Executive, December 13, 2023 had approved the acquisition Prashant S Mehta
Legal & Compliance Officer taken on record by the Board of Independent) with effect from September 5, of 3rd outstanding tranche of 50,000 Compulsorily (Proprietor)
Directors of the Company, in our opinion adequate systems 2023. The Members of the Company, by way of a Convertible Preference Shares (“CCPS”) of Mastek ACS No. 5814
and processes exist in the Company to monitor and ensure special resolution passed through postal ballot on Enterprise Solutions Private Limited (formerly known C.P. No. 17341
compliance with provisions of applicable general laws. November 30, 2023, approved the appointment as Trans American Information Systems Private
of Ms. Marilyn Jones as a Non‑ Executive Limited) (“MESPL” or “Mastek Subsidiary”) which Date: June 24, 2024
I further report that:
Independent Director; includes acquisition of 39,189 CCPS of MESPL for part Place: Mumbai
 s at March 31, 2024 the Board of Directors of the Company
A consideration in cash and part consideration other
(b) Postal Ballots conducted during the year under review:
consists of 6 (six) Members, out of which there are 3 (three) than cash by way of Issue of Shares on a Private UDIN: A005814F000606942
Independent Directors, including 1 (one) Woman Director. 1. The Company had also issued Postal Ballot Notice Placement Basis. PR NO.: 2354/2022
There are 3 (three) Non‑Executive Directors out of which dated March 21, 2023 for the following items the
two are the Promoters of the Company and One is New results of which was declared on April 29, 2023:
Shareholders’ Nominee Director. There were changes in the
• To approve amendments to the Articles of
composition of the Board of Directors as mentioned below
Association of the Company with respect
during the period under review.
to inclusion of Article for appointment of
Adequate notice is given to all Directors to schedule the Promoter Directors.
Board Meetings, agenda and detailed notes on agenda were
• To approve amendments to the Articles
sent at least seven days in advance, and a system exists for
of Association of the Company as a
seeking and obtaining further information and clarifications
consequence of the amendment of the
on the agenda items before the meeting and for meaningful
Shareholders’ Agreement.
participation at the meeting.
2. The Company conducted Postal Ballot for the
Decisions at the meetings of the Board of Directors and the
following event, the result of which was declared
Committees of the Company were carried unanimously /
on November 30, 2023:
by majority.
• Appointment of Ms. Marilyn Frances Jones
There are adequate systems and processes in the Company
(DIN: 10301799) as an Independent Director
commensurate with the size and operations of the Company
of the Company
to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines. 3. The Company conducted Postal Ballot for the
following event which has been competed on
I further report that during the year following special events
January 13, 2024:
had occurred:
• To offer, issue, and allot Equity Shares on a
The Company has informed the stock exchanges the below
private placement basis-for consideration
mentioned major events during the year under review:
other than cash- to buy out Compulsorily
(a) Changes in Board of Directors: Convertible Preference Shares (CCPS) of
its subsidiary.
 Mastek Limited About How We Building a Statutory Financial Shareholder
132 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 133

Annexure to Secretarial Audit Report “Annexure 5A” to Directors’ Report

(Secretarial Audit Report of Material Indian Subsidiary)
To,
The Members Form No. MR-3
Mastek Limited, Secretarial Audit Report
804/805 President House,
For the Financial Year ended March 31, 2024
Opp C N Vidyalaya,
Nr Ambawadi Circle, [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Ahmedabad, Gujarat-380006. Remuneration Personnel) Rules, 2014]
CIN: L74140GJ1982PLC005215
To, listed hereunder and also that the Company has proper
The Members, Board-processes and compliance-mechanism in place to
My Secretarial Audit Report of even date is to be read along with this letter. Mastek Enterprise Solutions Private Limited the extent, in the manner and subject to the reporting
(Formerly known as Trans American Information Systems made hereinafter:
1. Maintenance of Secretarial Records is the responsibility of the management of the Company. My responsibility is to Private Limited)
express an opinion on these secretarial records based on my audit. 1. I have examined the books, papers, minute books,
I have conducted the Secretarial Audit of the compliance forms and returns filed and other records maintained
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurances about the of applicable statutory provisions and the adherence to by the Company for the Financial Year ended March 31,
correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct good corporate practices by Mastek Enterprise Solutions 2024 according to the provisions of:
facts are reflected in secretarial records, I believe that the processes and practices, I followed provide reasonable basis Private Limited (Formerly known as Trans American
for my opinion. (i) The Companies Act, 2013 (the Act) and the rules
Information Systems Private Limited) (hereinafter called
made thereunder;
3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company. the “Company”) incorporated on March 5, 1999 having
CIN: U51505GJ1999PTC112745 and its Registered Office (ii) The Securities Contracts (Regulation) Act, 1956
I have relied on the statutory report provided by the Statutory Auditors as well as Internal Auditors of the Company for
at 804/805, President House, Opp. C. N. Vidyalaya, Near (‘SCRA’) and the rules made thereunder;
the financial year ended March 31, 2024.
Ambawadi Circle, Ahmedabad - 380006. Secretarial Audit (iii) The Depositories Act, 1996 and the Regulations
4. I have obtained the management representation wherever required about the compliance of laws, rules and regulations was conducted in a manner that provided me a reasonable and Bye-laws framed thereunder;
and happening of events etc. basis for evaluating the corporate conducts/statutory (iv) Provisions of the Foreign Exchange Management
5. Compliance of the provision and other applicable laws, rules, regulations, standards are the responsibility of compliances and expressing my opinion thereon. Act, 1999 and the rules and regulations made
management. My examination was limited to the verification of procedures on test basis. 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
6. The secretarial audit reports are neither an assurance as to the future liability of the Company nor of the efficacy or
maintained by the Company and also the information External Commercial Borrowings - Not applicable
effectiveness with which the management has conducted the affairs of the Company.
provided by the Company, its officers, agents and authorised to the Company during the financial year
representatives during the conduct of secretarial audit, under review;
I hereby report that in my opinion, the Company has, (v) The following Regulations and Guidelines
during the audit period covering the Financial Year ended prescribed under the Securities and Exchange
For P Mehta & Associates March 31, 2024 complied with the statutory provisions Board of India Act, 1992 as amended (‘SEBI Act’):-
Practicing Company Secretaries
SEBI REGULATIONS Applicability

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
Prashant S Mehta 2015 (LODR);
(Proprietor) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
ACS No. 5814 2011;
C.P. No. 17341 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;
Date: June 24, 2024 The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Not Applicable
Place: Mumbai Scheme) Guidelines, 1999/ Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014;
UDIN: A005814F000606942 The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
PR NO.: 2354/2022 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.

2. I have relied on the representation made by the a. The Information Technology Act, 2000 and the
Company and its officers for systems and the rules made thereunder;
mechanism formed by the Company and having regard
b. Software Technology Parks of India rules
to the compliance system prevailing in the Company
and regulations;
and on examination of the relevant documents and
records in pursuance thereof, on test-check basis, c. The Trade Marks Act, 1999;
the Company has complied with the following laws
applicable specifically to the Company:
 Mastek Limited About How We Building a Statutory Financial Shareholder
134 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 135

I have also examined compliance with the applicable clauses I further report that during the audit period the Company
of the following: and its officers has co-operated with me and have produced
Annexure to Secretarial Audit Report
before me all the required forms, information, clarifications,
(i) Secretarial Standards in respect of Meeting of Board of To,
returns and other documents as required for the purpose of
Directors (SS-1) and General Meetings (SS-2) issued by The Members,
my audit.
The Institute of Company Secretaries of India Mastek Enterprise Solutions Private Limited
a) Ms. Prameela Nagamalati Kalive was appointed as a (Formerly known as Trans American Information Systems Private Limited)
(ii) The Listing Agreements entered into by the Company
Director w.e.f. April 12, 2023. CIN: U51505GJ1999PTC112745
with Stock Exchange(s),- Not Applicable
b) Ms. Apeksha Raichura resigned as Company Secretary My Secretarial Audit Report of even date is to be read along with this letter.
(iii) The Securities and Exchange Board of India (Listing
and Key Managerial Personnel of the Company w.e.f.
Obligations and Disclosure Requirements) Regulations, 1. Maintenance of Secretarial Records is the responsibility of the management of the Company. My responsibility is to
September 22, 2023.
2015 (LODR)- Not Applicable express an opinion on these secretarial records based on my audit.
c) Mr. Umang Nahata and Mr. Rakesh Raman resigned
and to the best of my knowledge and belief, during 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurances about the
w.e.f. January 10, 2024.
the period under review, the Company has generally correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct
complied with the provisions of the Act, Rules, d) The Company has appointed Mr. Dinesh Kumar Kalani facts are reflected in secretarial records, I believe that the processes and practices, I followed provide reasonable basis
applicable Regulations, Guidelines, Standards, etc. as a Company Secretary and Key Managerial Personnel for my opinion.
mentioned above. w.e.f February 19, 2024.
3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company. I
I further report that based on the information provided and e) The Company has adequate internal audit system in have relied on the information provided to me by the Company for the financial year ended March 31, 2024.
the representation made by the Company and also on the place commensurate with the size and operations of
4. I have obtained the management representation wherever required about the compliance of laws, rules and regulations
review of the compliance reports taken on record by the the Company.
and happening of events etc.
Board of Directors of the Company in our opinion adequate
f) The Company is material subsidiary of Mastek Limited,
systems and processes exist in the Company to monitor and 5. The compliance of the provision and other applicable laws, rules, regulations, standards are the responsibility of
the holding company.
ensure compliance with provisions of applicable general laws management. My examination was limited to the verification of procedures on test basis.
like labour laws, etc. g) The Company at its Board meeting held on February
6. The secretarial audit reports are neither an assurance as to the future liability of the Company nor of the efficacy or
19, 2024 has approved transfer of 50,000 Compulsorily
effectiveness with which the management has conducted the affairs of the Company.
I further report that: Convertible Preference Shares (“CCPS”) from Permitted
The Board of Directors of the Company is duly constituted as Transferees and New Shareholders to Mastek Limited.
required under the Companies Act, 2013. The changes that
took place in the composition of the Board of Directors and
Key Managerial Personnel were carried out in accordance
with the provisions of the Act. For P Mehta & Associates For P Mehta & Associates
Adequate notice is given to all Directors to schedule the Practicing Company Secretaries Practicing Company Secretaries
Board Meetings, agenda and detailed notes on agenda
were sent in advance and a system exists for seeking
and obtaining further information and clarifications on Prashant S Mehta
the agenda items before the meeting and for meaningful Prashant S Mehta (Proprietor)
participation at the meeting. (Proprietor) ACS No. 5814
ACS No. 5814 C.P. No. 17341
All decision is carried out through the unanimous consent C.P. No. 17341
of all the Board of Directors and recorded as part of Date: June 24, 2024
the minutes. Date: June 24, 2024 Place: Mumbai
I further report that there are adequate systems and Place: Mumbai
processes in the Company commensurate with the size UDIN: A005814F000607008
and operations of the Company to monitor and ensure UDIN: A005814F000607008 PR NO.: 2354/202
compliance with applicable laws, rules, regulations PR NO.: 2354/2022
and guidelines.
 Mastek Limited About How We Building a Statutory Financial Shareholder
136 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 137

“Annexure 6” to Directors’ Report (b) Details of CSR amount spent against ongoing projects for the Financial Year:
-1 -2 -3 -4 -5 -6 -7 -8 -9 -10 -11
The item
Amount
from the The
Annual Report on Corporate Social Responsibility (CSR) Activities / Initiatives list of Local amount
Amount transferred to
Mode of
Name spent in Unspent CSR Mode of
activities area Location of the Project allocated Implementation
Sr.No of the the current Account for the Implementation
[Pursuant to Rules 8 & 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014] Project
in (Yes / project duration for the
Financial project as per - Direct
– Through
schedule No) project Implementing Agency
Year (in J) Section 135(6)
VII to the (in J)
(in J)
Act
1. Brief outline of CSR Policy of the Company, including an overview of projects or programmes
State Yes / No Name CSR
proposed to be undertaken and a reference to the web link to the CSR policy and projects or District Registration
programmes. number

The CSR policy has been developed for the Company to comply with the provisions of Section 135 of the Act and Not applicable
Companies (Corporate Social Responsibility Policy) Rules 2014. Mastek is committed to spending upto 2% of the average
net profit for the preceding 3 (three) Financial Years on CSR projects or programmes related to activities specified in (c) Details of CSR amount spent against other than ongoing projects for the Financial Year:
Schedule VII to the Act or such activities as may be notified from time to time. A CSR committee has been constituted -1 -2 -3 -4 -5 -6 -7 -8 -9 -10 -11
since 2014, to meet the requirements of the Act. Amount
The transferred
The item from Amount
amount to Unspent
2. Composition of CSR Committee Sr. Name of the
the list of
activities in
Local
area (Yes
Location of Project allocated
spent in
the current
CSR Account
Mode of Im- Mode of Implementation
plementation – Through Implementing
No Project the project duration for the for the
schedule VII to / No) Financial - Direct Agency
Sr. Number of meetings of CSR Number of meetings of CSR project project as
Name of Director Designation / Nature of Directorship the Act Year (in J)
No. Committee held during the year Committee attended during the year (in J) per Section
135(6) (in J)
1. $Ms. Priti Rao Chairperson, Independent Director 1 1 CSR
District
*Mr. Yes/No Name Registration
2. Rajeev Kumar Grover Chairperson, Independent Director 2 2 State
number
3. Mr. Ashank Desai Member, Non-executive Director 2 2 1 Food Heals® Eradicating Yes Mumbai, 1 Year 31,18,000 31,18,000 NA No Cuddles CSR00001473
Program hunger for Maharashtra Foundation
4. # Mr. Umang Nahata Member, Non-executive Director NA NA underprivileged
and destitute
$Ms. Priti Rao, Non‑Executive & Independent Director submitted resignation from the Directorship of the Company w.e.f. May 1, 2023. children

*Appointed as the Chairperson of the Committee with effect from October 19, 2023. 2 Goa Systemic Quality No North 1 Year 21,45,158 21,45,158 NA No Adhyayan CSR00002080
School Education & South Foundation
# The Board of Directors appointed Mr. Umang Nahata as the Member of the Committee with effect from October 19, 2023. Improvement Districts,
Program Goa

3 Eradicating Eradicating Yes Thane, 1 Year 27,18,000 27,18,000 NA No Jeevan CSR00020485

3. Provide the web link where the Composition of the CSR committee, CSR Policy, and CSR projects hunger for hunger for Maharashtra Samvardhan
underprivileged underprivileged Foundation
approved by the board are disclosed on the website of the Company. and destitute and destitute
children children
https://www.mastek.com/wp-content/uploads/2022/07/Corporate-Social-Responsibility-Policy-2022.pdf
4 ANNA-DAN Eradicating Yes Navi 1 Year 20,00,000 20,00,000 NA No Rays of Hope CSR00014427
(Feeding hunger for Mumbai, Ministries
4. Provide the details of the Impact assessment of CSR projects carried out in pursuance of sub-rule (3) Program) underprivileged
and destitute
Kharghar &
Khalapur,
of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach children Maharashtra

the report). Not Applicable. 5 Water, Sanitation Water, Yes Mumbai, 9 Months 8,00,122 8,00,122 NA No World Vision CSR00004211
and Hygiene Sanitation and Maharashtra India
Hygiene
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies 6 Ensuring water Ensuring water No Beed, 9 Months 15,00,000 15,00,000 NA No GOONJ CSR00000291
(Corporate Social Responsibility Policy) Rules, 2014 and the amount required for set off for the security & security & Maharashtra
ecological ecological
Financial Year, if any. NIL conservation conservation
through urban through urban
surplus surplus
6. Average net profit of the Company as per Section 135(5): I8,065 lakhs
7 Holistic Holistic Yes Raigad, 1 Year 10,00,000 10,00,000 NA No SOS Children’s CSR00000692
development development Maharashtra Villages of
7. (a) Two percent of the average net profit of the Company as per Section 135(5): J161 lakhs of parentless of parentless India
children children

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial 8 Forest Forest Yes Chikhalgaon, 6 Months 48,00,000 43,59,194 NA No Snehalaya CSR00001248
conservation conservation Thane
years: NIL District,
Maharashtra

(c) Amount required to be set off for the financial year, if any: NIL 9 Water Water No Banaskantha 6 Months 24,00,000 24,00,000 NA No Vicharta CSR00001129
conservation conservation Gujarat Samuday
Samarthan
(d) Total CSR obligation for the financial year (7a+7b- 7c): J161 lakhs Manch (VSSM)

10 Students Quality No Whole of 6 Months 24,00,000 24,00,000 NA No Vidyadaan CSR00002267

8. (a) CSR amount spent or unspent for the Financial Year: As below scholarship Education Maharashtra Sahayyak
Mandal

11 *Administrative 34,84,603 Mastek CSR00001859

Amount Unspent (J in lakhs) and other Foundation
Overheads
Total Amount Spent for the Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule VII as per
Financial Year (in J) Account as per Section 135(6) the second proviso to Section 135(5) Total 2,59,25,077

Amount Date of transfer Name of the Fund Amount Date of transfer *Administrative overheads incurred through Mastek Foundation for implementation of the Project by the above agencies and also
259.25 lakhs Not applicable through Mastek Foundation includes expenditure incurred on voluntary CSR Spent as well.
 Mastek Limited About How We Building a Statutory Financial Shareholder
138 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 139

(d) Amount spent on Administrative Overheads: J34.85 Lakhs (includes expenditure incurred on Voluntary
CSR Spent)
Report on Corporate Governance
(e) Amount spent on Impact Assessment, if applicable: Not Applicable
In terms of Regulation, 34(3) read with Section C of Corporate Governance practices which ensure us to gain and
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): J259.25 lakhs
Schedule V to SEBI (Listing Obligations and Disclosure retain the trust of our stakeholders.
(g) Excess amount for set-off, if any: Requirements) Regulations, 2015 (“SEBI Listing
Mastek is committed to helping individuals and institutions
Regulations”), a Report on Corporate Governance for the
Sr. No. Particulars Amount (in J lakhs) to become the best that they can be. To strengthen the
Financial Year ended March 31, 2024, is presented below:
(i) Two percent of the average net profit of the Company as per Section 135(5) 161 foundation of its engagement with all its Stakeholders,
Corporate Governance is the mechanism by which the we have defined a set of ethical values called PACTS
(ii) Total amount spent for the Financial Year 259.25
values, principles, management policies, and procedures (Passionate, Accountable, Collaborative, Transparent,
(iii) Excess amount spent for the Financial Year [(ii)‑(i)] Nil
of the Company are made manifest in the real world. It and Sustainable) and encourage every Mastekeer to follow
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Nil contemplates fairness, transparency, accountability, and its set of defined ethical values. More importantly, they
Financial Years, if any
responsibility in the functioning of the Management and serve as a framework for the behaviour of current and
(v) The amount available for set off in succeeding financial years [(iii)-(iv)] Nil
the Board of Companies. Corporate Governance is based on future generations of Mastekeers. Mastek has embedded
preserving core beliefs and ethical business conduct while values called VECTOR (Velocity, Empowerment,
9. (a) Details of Unspent CSR amount for the preceding three Financial Years: maintaining a strong commitment to maximise long‑term Collaboration, Trust, Ownership and Respect) throughout
Amount Amount transferred to any fund specified under The amount stakeholder value. Effective corporate governance practices the organization, ensuring that all Mastekeers move forward
transferred to Amount spent Schedule VII as per Section 135(6), if any remaining to
constitutes the strong foundation on which successful in a unified direction to drive value for our stakeholders.
Preceding Unspent CSR in the reporting be spent in
Sr. No.
Financial Year Account under Financial Year Name of the succeeding commercial enterprises are built to the last. Therefore, the This value system, which Mastekeers uphold at all times,
Section 135 (6) (in J) Amount (in J) Date of transfer Financial Years
(in J)
Fund
(in J)
Companies Act, 2013 [hereinafter referred to as “the Act”], is deeply rooted in respect for our heritage and serves
and the Securities and Exchange Board of India (Listing as a framework for the behavior of current and future
Nil
Obligations and Disclosure Requirements) Regulations, 2015 generations. It also enables quick and effective integration
The Company has spent much more than the mandatory 2% amount under its CSR initiatives. [hereinafter referred to as “SEBI Listing Regulations”] of new Mastekeers into our family.
have innovative means to make Corporate Governance in
Mastek’s Corporate Governance system provides a
(b) Details of CSR amount spent in the Financial Year for ongoing projects of the preceding Financial India optimally progressive, transparent and beneficial to all
fundamental framework to execute its business in line with
Year(s): the stakeholders.
business ethics. Mastek not only adheres to the prescribed
(1) (2) (3) (4) (5) (6) (7) (8) (9) Mastek Limited (“Mastek” or “Company”) promotes Corporate Governance Practices as per the SEBI Listing
The total
Amount Cumulative a culture based on the principles of good Corporate Regulations but is also committed to sound Corporate
Financial Year spent on the amount spent Status of
Name of the in which the Project
amount
project in at the end the project Governance ‑ integrity, equity, fairness, transparency, Governance Principles and Practices.
Sr. No. Project ID allocated for
Project project was duration
the project
the reporting of reporting -Completed / individual accountability, and commitment to values.
commenced Financial Year Financial Year Ongoing
(in J)
(in J) (in J) The Corporate Governance Structure
Not applicable The Company’s Philosophy on Code of Corporate Sustaining a culture of integrity along with high‑performance
Governance orientation and an adaptive management style in today’s
10. In case of creation or acquisition of a capital asset, furnish the details relating to the asset so Your Company’s philosophy on Corporate Governance dynamic business environment needs a robust Governance
created or acquired through CSR spent in the Financial Year. envisages accomplishment of high level of transparency, Structure. The Corporate Governance Structure of
integrity and accountability in the conduct of its businesses the Company is multi‑tiered, comprising governing /
(Asset-wise details)
and accords importance to regulatory compliances. These management boards at various levels, each of which are
principles have evolved, over the years, from the Company’s interlinked in the following manner:
(a) Date of creation or acquisition of the capital asset(s): Not Applicable
culture of continuous innovation and rich experiences
(b) Amount of CSR spent for the creation or acquisition of the capital asset: Not Applicable gathered from the past. The Company recognises that Mastek has three-tier of Corporate Governance
good governance is a continuing exercise and reiterates its Structure, viz.:
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is commitment to pursue the highest standards of corporate 1. 
Strategic Supervision – by the Board of Directors
registered, their address, etc.: Not Applicable governance in the overall interest of its stakeholders. comprising the Non‑Executive and Independent
Corporate Governance implies an accurate, adequate and Directors. The primary role of the Board is to protect
(d) Provide details of the capital asset(s) created or acquired (including complete address and timely disclosure of relevant information. It includes the the interest and enhance value for all the Stakeholders.
location of the capital asset): Not Applicable processes through which organisation’s objectives are set It conducts overall strategic supervision and control
and pursued in the context of the social, regulatory and by setting the goals and targets, policies, governance
11. Specify the reason(s), if the Company has failed to spend two percent of the average net profit as
market environment. Efficient, transparent and impeccable standards, reporting mechanism, and accountability
per Section 135(5): Not Applicable ‑ In fact the Company has spent much more than the mandatory 2% amount
Corporate Governance is vital for stability, profitability and and decision‑making process to be followed. The
under its CSR initiatives.
desired growth of the business of any organisation. The Committees of the Board such as Audit Committee,
importance of such Corporate Governance has now become Nomination and Remuneration Committee, Corporate
more intensified, owing to ever-growing competition and Social Responsibility Committee, Stakeholders’
rivalry in the businesses in almost all economic sectors, both Relationship Committee and Risk Management &
Rajeev Kumar Grover Ashank Desai Umang Nahata at national and international levels. Governance Committee are focused on financial
Chairperson Member Member
We believe that good Corporate Governance is a continuing reporting, audit and internal controls, appointment
(DIN: 00058165) (DIN: 00017767) (DIN: 00323145)
exercise and the Company is committed to ensure the same and remuneration of Directors, Key Managerial
Date: July 18, 2024 by focusing on strategic and operational excellence and Personnel and Senior Managerial Personnel, identifying,
Place: Mumbai also believe that integrity and transparency are key to our implementing and monitoring of ESG and CSR
 Mastek Limited About How We Building a Statutory Financial Shareholder
140 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 141

activities, the Risk management, operational, legal and recognises and embraces the importance of a diverse Sr. No. Name of the Director Promoter / Non–Promoter Category

compliances including sustainability framework. Board in its success and it believes that a truly diverse 1. Mr. Ashank Desai Chairman, Non‑Executive & Non‑Independent Director
Promoter
Board would leverage differences in thought, perspective, 2. Mr. Ketan Mehta Non‑Executive & Non‑Independent Director
2. 
Executive Management – by the Corporate 3. $ Ms. Priti Rao
knowledge, skill, and industry experience, which will enrich
Management team comprising of the Chief Executive 4. Mr. Rajeev Kumar Grover
Board discussions and enable effective decision‑making. Non – Promoter Non‑Executive & Independent Director
Officer and Executive Leadership consisting of the 5. Mr. Suresh Vaswani
functional heads of the Company. They meet at The responsibilities of the Board thus include setting the 6. # Ms. Marilyn Jones
regular intervals, wherein all important business issues Company’s strategic aims, providing the leadership to 7. @ Mr. Umang Nahata Non – Promoter Non‑ Executive, Non-independent, New Shareholders’ Nominee Director
are discussed and decisions are taken. Management put them into effect, supervising the Management of the $ Ms. Priti Rao, Non‑Executive & Independent Director submitted resignation from the Directorship of the Company w.e.f. May 1, 2023.
reviews and monitors monthly performances addresses Company, and reporting to the Members on the governance.
# Ms. Marilyn Jones was appointed as an Independent Director of the Company w.e.f. September 5, 2023.
challenges faced by the business draw strategies and
Mastek’s Board is an ideal mix of knowledge, perspective, @ Mr. Umang Nahata was appointed as a Non‑ Executive, Non-independent, New Shareholders’ Nominee Director w.e.f. July 19, 2023.
policies and keeps the Board informed about important
professionalism, divergent thinking, and experience.
developments having bearing on the operational and
Mastek Board’s uniqueness lies in the fact that the Board
financial performance of the Company.
balances several deliverables, achieves sound Corporate Ms. Priti Rao (DIN: 03352049), Independent Director of the possesses the requisite skill sets identified by the Board
3. 
Operational Management – The three‑tier Corporate Governance objectives in a promoter‑owned organisation, Company, submitted her resignation, effective May 1, 2023 and whether the person is a proven leader in running a
Governance Structure, besides ensuring greater and acts as a catalyst in the creation of Stakeholder value. from the Board of Directors and Board Committees of the business that is relevant to the Company’s business or is a
Management Accountability and Credibility, facilitates This is reflected in the Company’s Governance Practices, Company stating that her term was nearing its end and proven academician in the field relevant to the Company’s
increased autonomy to the businesses, performance through which it strives to maintain an active, informed and having assessed her position in light of the Company’s plans business. The Directors so appointed are drawn from diverse
discipline, and development of business leaders, independent Board. The Board ensures that the Company for its next growth phase, she has decided to resign. backgrounds and possess special skills with regard to the
lead to an increased operational efficiency and complies with all relevant laws, regulations, governance industries / fields from where they come.
The Board applauded and wish to place on record that
client satisfaction. practices, accounting and auditing standards, etc. It
Ms. Priti Rao brought in immense value through her The skill profile of Independent Board Members is driven
identifies key risk areas and key performance indicators
operational expertise and contributed greatly to Mastek by the key performance indicators defined by the Board,
The Compliance Framework of the Company’s business and constantly monitors
during her 12‑year stint as Independent Director. Her passion broadly based on:
The Company has a robust and an effective framework for these factors.
for Social Responsibility and Corporate Governance and her
monitoring compliances with the applicable laws within the • Independent Corporate Governance;
drive to engage organisation in taking the right decisions
organisation and also to provide regular updates through Composition of the Board
were the highlights of her association with Mastek. • Guiding strategy and enhancing shareholders’ value;
Senior Management to the Board and the Risk Management The Composition of the Board of Directors is made up of
& Governance Committee on a quarterly basis. The Audit eminent and qualified persons who ensure that the long- • Monitoring performance, Management development &
Board Diversity
Committee, the Risk Management & Governance Committee standing culture of maintaining high standards of Corporate compensation; and
Your Company over the years has been fortunate to
and the Board collectively reviews the status of compliances Governance is further nurtured. The Board effectively • Control and compliance.
have eminent persons from diverse fields as Directors on
with the applicable laws and provide valuable guidance to separates the functions of governance and management
its Board. Pursuant to the SEBI Listing Regulations, the
the Management team, wherever necessary. and balances deliverables. The Composition and size of the Matrix highlighting Core Skills / Expertise /
Nomination and Remuneration Committee of the Board has
Board is reviewed periodically to ensure that the Board Competencies of the Board of Directors
formalised a policy on Board Diversity to ensure diversity of
Best Corporate Governance Practices is a wholesome blend of Directors with complementary
experience, knowledge, perspective, background, gender, The Board of the Company is structured by having the
Mastek maintains the highest standards of Corporate skill‑ sets.
age and culture. The policy is made available on the website requisite level of qualifications, professional background,
Governance. It is the Company’s constant endeavor to The Directors on the Board have considerable expertise of the Company and can be accessed through the weblink sector expertise, special skills, nationality, and geography.
adopt the best Corporate Governance practices keeping in the respective fields including competencies required https://www.mastek.com/wp-content/uploads/2022/07/ The approach to the selection and appointment of Directors
in view the international codes of Corporate Governance in context of Company’s businesses. The Non‑Executive Board-Diversity-Policy.pdf. on the Board ensures that their specific skills, knowledge,
and practices of well‑known global companies. Some of Directors including Independent Directors on the Board are and experience fulfill a particular skill–set requirement of
the best‑implemented global governance norms include The brief profiles of the Directors are mentioned elsewhere
well qualified, experienced, competent and highly renowned the Board. The Board after taking into consideration the
the following: in this Report, and forming part of this Annual Report
persons with varied professional background in the field Company’s nature of business, core competencies, and
gives an insight into the education, expertise, skills and
• The Company has the following Board Committees: of Information Technology, Finance, General Management, key characteristics has identified the following Core Skills
experience of Directors, thus bringing in diversity to the
Audit Committee, Risk Management and Governance Marketing Strategy and Planning, Mergers and Acquisitions, / Expertise / Competencies as required in the context of
Board’s perspectives.
Committee, Stakeholders’ Relationship Committee, Brand Development, Risk Management, etc. They take active its business(es) and sector(s) for it to function effectively
Nomination and Remuneration Committee, and part at the Board and Committee Meetings by providing and in the opinion of the Board is currently available.
Board Membership Criteria
Corporate Social Responsibility Committee. valuable guidance and expert advice to the Management It is acknowledged that not all Directors will have each
on various aspects of business overview and play a critical The Board has adopted the Nomination and Remuneration necessary skill, but the Board as a whole must have them,
• T
 he Company also undergoes a Secretarial Audit role on strategic issues, which enhances the transparency Policy to ensure that the Board Composition is well‑balanced as also that the expertise, knowledge, and experience
conducted by an independent firm of Practicing and adds value in the decision‑making process of the Board with the requisite skill sets, so that the Company benefits required for the Board will change as the organisation
Company Secretaries. The Secretarial Audit Report of Directors. from new insights, guidance and challenges to business evolves and grows.
is placed before the Board and forms part of the proposals. The updated Policy outlines the appointment
Annual Report. The Board has unfettered and complete access to any criteria and qualifications of the Directors on the Board The Board annually reviews the below Skills and
information within the Company. Members of the Board have of Mastek and the matters related to remuneration of the Competencies Matrix. The below table summarises the
• Observance and adherence of all applicable Laws complete freedom to express their views on agenda items, key qualifications, skills, and attributes which are taken
Directors. The said Policy is available on the Company’s
including Secretarial Standards issued by the Institute of draft minutes and can discuss any matter at the Meeting into consideration while nominating to serve on the Board.
website and can be accessed through the weblink https://
Company Secretaries of India. with the permission of the Chairperson. The specific areas of focus or expertise of individual Board
www.mastek.com/wp-content/uploads/2022/07/Nomination-
Remuneration-Policy-For-Board-of-Directors-Key-Managerial- Members have been highlighted. However, the absence
Board of Directors (“Board”) As on March 31, 2024, the Board composition and category
Personnel.pdf of a mark against a Member’s name does not necessarily
of the Board of Directors were as follows:
Corporate Governance is also about what the Board does mean the Member does not possess the corresponding
and how they set the values of the Company. The Company The eligibility of a person to be appointed as a Director qualification or skills:
of the Company is dependent on whether the person
 Mastek Limited About How We Building a Statutory Financial Shareholder
142 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 143

Skills / Competency Matrix Description

Mr. Ashank Mr. Ketan Mr. Rajeev Mr. Suresh Ms. Marilyn Mr. Umang The name and category of the Director, DIN, number he /she is a Director along with the category of their
Desai Mehta Kumar Grover Vaswani Jones Nahata
of Directorships and Committee positions held in the Directorships as on March 31, 2024, are given below:
Financial Management      Companies, and the list of other Listed Entities where
A wide-ranging knowledge and financial skills,
oversight for risk management and internal controls,
and proficiency in financial management and financial No. of Listed No. of Listed
Date of Appointment / Directorship held in
Name of the Director Companies Committee Companies Committee
reporting processes. and DIN
Category of Directorship Re-appointment in the other listed entities
Memberships Chairmanships
current term along with Category
Technology       (including Mastek) (including Mastek)
Reasonable knowledge and experience in technology Mr. Ashank Desai Chairman 01.04.2023 NRB Bearings Limited 2 1
with an ability to foresee technological trends and (DIN: 00017767) (Non–Independent) – Independent
changes, apply new technology, and bring about (Promoter) Director
innovations in business strategies.
Mr. Ketan Mehta Non‑Executive Director 29.12.2020 ‑ 1 1
Mergers and Acquisitions       (DIN: 00129188) (Non–Independent)
Significant experience in mergers and acquisitions and (Promoter)
other business combinations, with strong insight of risks
and opportunities, valuations and diligence processes, Mr. Rajeev Kumar Non‑Executive Director 28.01.2020 ‑ 1 1
structural impact on the organisation, and ability to Grover (DIN:00058165) (Independent)
leverage integration planning. Mr. Suresh Vaswani Non-executive Director 11.12.2022 Vodafone 3 0
Global Business Perspective       (DIN: 02176528) (Independent) Idea Limited –
Understanding of diversified business environments, Independent Director
economic, political, cultural, and regulatory frameworks #Ms. Marilyn Jones Non-executive Director 05-09-2023 - 1 0
across the globe and a broad perspective on global (DIN: 10301799) (Independent)
market opportunities and experience of overseeing @Mr. Umang Nahata Non‑Executive, 19-07-2023 - 1 0
and managing businesses across multiple countries and
(DIN: 00323145) Non- independent,
environments.
New Shareholders’ Nominee
Strategy and Planning       Director
Ability to critically identify and assess strategic
opportunities and threats and develop effective # Ms. Marilyn Jones was appointed as an Independent Director of the Company w.e.f. September 5, 2023
strategies in the context of long‑term objectives and the @ Mr. Umang Nahata was appointed as a Non‑ Executive, Non-independent, New Shareholders’ Nominee Director w.e.f. July 19, 2023 which was
organisation’s relevant policies and priorities. approved by the Members of the Company on September 21, 2023.
Governance and Compliance      
Understanding of the various governance and compliance Notes:
requirements under various applicable laws, supporting
a strong Board base and management accountability, 1. The data presented above is after taking into account, the disclosures furnished by the continuing Directors in the first
transparency, and protection of Members’ interests. Board Meeting of the Financial Year 2024‑25.
A strong understanding of the regulatory environment
cross securities laws, a data protection and privacy, and 2. None of the Directors is a Member of more than 10 (ten) Board-level Committees, or a Chairman of more than 5 (five)
cyber security for India and countries where business is such Committees, which is, in compliance with the SEBI Listing Regulations and Act. Further, none of the Directors acts
transacted. as Independent Directors in more than 7 (seven) Listed Companies.
Risk Management      
Identification and Management of risk at micro & 3. The Committees considered for the purpose of calculation of Membership and / or Chairmanship as discussed above are
macro, functional & geographic, strategic & operational those as specified in Regulation 26 of the SEBI Listing Regulations i.e. Audit Committee and Stakeholders’ Relationship
levels and implementing risk management process with Committee only.
the proper understanding of the risk and monitoring
mechanism. 4. None of the Directors has any inter‑se relationship among themselves or with any Key Managerial Personnel of the
Operations and General Management       Company.
Capacity to perform executive duties in an organisation
while avoiding crisis situations and promptly solving
problems when they occur.
Induction Programme for New Directors and On-going and an overview of the businesses, functions and IT
Familiarisation Programme for Existing Independent and Industry scenario.
The Board is satisfied that the current composition Further, in terms of Section 150 of the Act, read with Non-independent Directors.
reflects an appropriate mix of knowledge, skills, Rule 6 of the Companies (Appointment and Qualification All Directors are familiarised at regular intervals on various
At the time of appointing a Director, a formal letter topics specifically relating to:
experience, diversity, and competence required for it to of Directors) Rules, 2014, Independent Directors of the
of appointment is given to the concerned Director,
function effectively. Company have confirmed that they have registered a) nature of the industry in which the Company operates;
which inter‑alia explains the role, function, duties, and
themselves with the databank maintained by the Indian
responsibilities as expected from a Director of the Company. b) the business model of the Company;
Declarations Institute of Corporate Affairs (IICA) and also completed the
The Director is also explained in detail, the Compliance
In the opinion of the Board, all the Independent Directors online proficiency test conducted by the IICA. c) about their roles, rights, and responsibilities in
required from him/her under the Act, the SEBI Listing
of the Company have the relevant integrity, qualifications, The Company had also issued formal appointment letters Regulations, and various statutes. the Company;
expertise, and experience and they also fulfill the criteria to all the Independent Directors at the time of their
All new Directors are taken through a Formal Induction and d) any other relevant information, through various
of independence as defined under Section 149(6) of the appointment in the manner provided under the Act read
Familiarisation Programme when they join the Board of initiatives; and
Act read with Rule 5 of Companies (Appointment and with the Rules issued thereunder. A sample letter of
Qualification of Directors) Rules 2014, Regulation 16(1) the Company. The Induction Programme is an exhaustive e) Regulatory Framework within which the Company and
appointment containing the terms and conditions, issued
of the SEBI Listing Regulations and are independent of one that covers the history and culture of Mastek, the its other subsidiaries operate.
to the Independent Directors, is made available on website
the management of the Company. The Company has also background of the Company and its growth over the last
of the Company and can be accessed through the web link: Every new Director of the Board needs to attend a Review
received declarations from the Independent Directors that 4 (four) decades, various milestones in the Company’s
https://www.mastek.com/wp‑content/uploads/2021/12/ / Orientation Program organised by the Company. Global
they meet the criteria of Independence. existence since its incorporation, the present structure,
Appointment‑Letter‑to‑Independent‑Director.pdf Chief Executive Officer, Global Chief Financial Officer, and
 Mastek Limited About How We Building a Statutory Financial Shareholder
144 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 145

Senior Managerial Personnel & Leadership Team, provides Manner of Performance Evaluation of the Board, i) Satisfies herself / himself on the integrity of financial − Provide leadership to the Board and preside over all
an overview of the Strategy, Operations and Functions of Committees and Directors information and that financial controls and the systems Board and General Meetings.
the Company by making presentations. An opportunity is In compliance with the provisions of the Companies Act, of risk management are robust and defensible.
− Achieve goals in accordance with Company’s overall
provided to the Directors to interact with Senior Managerial 2013 and the SEBI Listing Regulations, the Board of Directors j) Assists in determining the appropriate policy of vision.
Team of the Company which helps them to get ground level has carried out an Annual Evaluation of the performance of remuneration of Executive Directors, Key Managerial
information on the Company’s services offering, Markets, the Board, the Board Committees, Individual Directors, and − Ensure that Board decisions are aligned with
Personnel and other employees.
Software Delivery, Organisation Structure, Finance, HR, Chairpersons for the year under review. Company’s strategic initiatives.
Technology, Quality Facilities, Risk Management, Client k) Refrains from any action that may lead to loss of her /
Board and Committee’s functioning was reviewed and − Oversee and evaluate the overall performance of the
and Employee Satisfaction Surveys, BCP, DR Measures, and his independence and immediately informs the Board
evaluated by an external subject expert using a peer review Board and its Members.
Regulatory Compliances, etc. where circumstances arise which makes her / him lose
process and based on responses received from Directors and her / his independence. − Ensure to place all relevant matters before the Board
The above initiatives help the Directors to understand the Committee Members through a structured questionnaire, and encourage healthy participation by all Directors
Company, its business and the Regulatory framework in covering various aspects of the composition and functioning l) Adheres to all other standards of the SEBI Listing
to enable them to provide their expert guidance.
which the Company operates and equips them to effectively of the Board and its Committees. Regulations and the Code for Independent Directors as
fulfil their role as a Director of the Company. per Schedule IV to the Act. − Monitor the performance of the Executive Leadership
The Board expressed its satisfaction with the evaluation Team.
Further, as an on‑going process, the Board is updated on results, which reflects the high degree of engagement of m) Assists the Company in implementing the best
a quarterly basis through presentations and discussions the Board and its Committees with the Company and its Corporate Governance Practices. • Chief Executive Officer is responsible for the
on the overall economic trends, the performance of Management. Based on the outcome of the evaluation and implementation of corporate strategy, brand equity
n) Prepares for the Board Meeting by reading the
the IT Industry and that of the Company, analysis of the assessment‑ cum‑ feedback of the Directors, the Board, and planning, external contacts and other management
materials distributed before the Board Meeting.
circumstances which helped or adversely impacted the the Management have also agreed on some action points, matters which are approved by the Board. He is also
Company’s performance and the initiatives taken / proposed which will be implemented over an agreed time frame. responsible for achieving the annual long‑ term business
Board Meeting Procedure
to be taken to bring about an overall improvement in the plans. His role, inter alia, includes:
performance of the Company, comparison of the Company’s The Nomination and Remuneration Committee of The Board / Committee Meetings are pre‑scheduled and
the Company identifies and ascertains the Integrity, tentative quarterly calendar of the Board and Committee − Crafting of vision and business strategies of the
performance with its peers in the Industry as available
Qualification, Expertise, Positive attributes, and Experience Meetings is circulated to the Members well in advance Company.
in public domain, Marketing Strategy, Business Risks and
Mitigation Plan, etc. The Directors are also periodically of a person for Appointment as Director and thereafter to facilitate them to plan their schedule and to ensure − Clear understanding and accomplishment of goals set
updated on the regulatory changes and their impact on recommends the candidature for election as a Director on meaningful participation in the Meetings. However, in by the Board.
the Company. the Board of the Company. The Committee follows defined case of a special and urgent business, which needs special
criteria in the process of obtaining optimal Board diversity, meetings of the Board / Committees, are held or their − Responsible for overall performance of the Company
Details of the Programme for Familiarisation of Independent which, inter alia, includes an optimum combination of approval is taken by passing resolutions by Circulation, as in terms of revenues and profits and goodwill.
Directors with the working of the Company are available Executive and Non-executive Directors, appointment permitted by law, which are noted and confirmed in the − Acts as a link between Board and Management.
on the website of the Company and can be accessed based on specific needs and business of the Company, subsequent Board / Committee Meetings. All Board Meetings
through the web link https://www.mastek.com/wp-content/ qualification, knowledge, experience, and skill of the are governed by a structured agenda which is backed by − Ensure compliance with statutory provisions under
uploads/2024/08/Induction-and-Familiarisation-Programme- proposed appointee, etc. comprehensive background information and presentations, multiple regulatory enactments.
for-Independent-Directors-2024.pdf thereto, are drafted and circulated to each Members well
The criteria for Performance Evaluation of Independent • Non‑Executive Directors (including Independent
in advance before the date of the Board Meetings and of Directors) play a critical role in balancing the
Key Functions of the Board Directors, interalia, is as follows:
the Committee Meetings. The Company always ensures functioning of the Board by providing independent
The Board performs various statutory and other functions a) Helps in bringing an independent judgment to bear on that Board / Committee Members are presented with all judgements on various issues raised in the Board
for managing the affairs of the Company. The key functions the Board’s deliberations. the relevant information on vital matters affecting the Meetings like formulation of business strategies,
includes the following:‑ working of the Company including the information as monitoring of performances, etc. Their role, inter
b) Brings an objective view in the evaluation of the
inter-alia specified under the SEBI Listing Regulations. The alia, includes:
• reviewing and guiding corporate strategy, performance of the Board and management.
Members of the Board have access to all the information
annual budgets and business plans, setting − Impart balance to the Board by providing
c) Undertakes to regularly update and refresh his / her and are free to recommend inclusion of any matter in the
performance objectives; independent judgement.
skills, knowledge, and familiarity with the Company. Agenda for discussion. Any additional Agenda items in the
• monitoring effectiveness of the Company’s Governance form of “Other matters” are included with the permission − Provide feedback on Company’s strategy and
d) Seeks appropriate clarification / information and,
Practices and making changes as needed; of the Chairperson and majority of the Directors present at performance.
where necessary, take appropriate professional advice
the Meeting.
• monitoring corporate performance and overseeing major and the opinion of outside experts at the expense of − Provide effective feedback and recommendations for
capital expenditures, acquisitions and divestments; the Company. There is a clear demarcation of responsibility and authority further improvements.
amongst the Board Members.
• ensuring integrity of the Company’s accounting and e) Strives to attend all meetings of the Board of Directors The maximum interval between any 2 (two) consecutive
financial reporting system, financial and operating / Board Committees of which he / she is a Member, and • The Chairman - his primary role is to provide leadership Board Meetings was well within the maximum allowed gap of
controls, compliance with applicable laws; General Meetings. to the Board in achieving goals of the Company. As 120 (one hundred and twenty) days. The necessary quorum
Chairman of the Board, he is responsible for all the was present for all the Board / Committee Meetings.
• ensuring a transparent Board nomination process with f) Communicates governance and ethical problems to the
Board matters including the working of the Board
the diversity of thought, experience, knowledge and Chairman of the Board. With the unanimous consent of the Board, all information
and for ensuring that all relevant issues are placed
gender in the Board; which is in the nature of Unpublished Price Sensitive
g) Pays sufficient attention and ensures that adequate before the Board and that all Directors are encouraged
• selecting, compensating, monitoring and when deliberations are held before approving Related to provide their expert guidance on the relevant Information is circulated to the Board and its Committees at
necessary, replacing key Managerial Personnel and Party Transactions. issues raised in the Meetings of the Board. He is also a short notice before the commencement of the respective
Succession Planning; and responsible for review of the corporate strategy along Meetings in a secured manner.
h) Ensures that the Company has an adequate and
with other Members of the Board of Directors. His role,
• evaluating the performance of Board, its Committees functional Vigil Mechanism.
inter alia, includes:
and individual Directors.
 Mastek Limited About How We Building a Statutory Financial Shareholder
146 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 147

The Company adheres to the provisions of the Act read applicable to the Company. Important managerial decisions, freedom to express views on the business transacted at the or provide recommendations to Board on the matters
with the Rules issued thereunder, Secretarial Standards material developments and statutory matters are presented various Board and Committee Meetings and the openness referred to them. All the process and governance guidelines
and the SEBI Listing Regulations with respect to convening to the Committees of the Board and the Committees’ with which the Management discussed various subject applicable and followed by the Board are also applicable and
and holding the Meetings of the Board of Directors, its recommendations are placed before the Board. As a system, matters on the agenda of the Meetings. followed by the Committees.
Committees and the General Meetings of the Members of information is submitted along with the agenda papers well
The Board Committees play a crucial role in the Governance
the Company. in advance of the Meetings. Role of the Sr. Vice president – Group Company
Structure of the Company and are being set out to deal with
Secretary in overall Governance Process
The Chairperson of various Board Committees brief the specific areas / activities which concern the Company and
Invitees and Proceedings The Sr. Vice President – Group Company Secretary plays
Board on all the important matters discussed and decided need a closer review. The objective is to focus effectively
Apart from Board Members and the Sr. Vice President at their respective Committee Meetings, which are generally a pivotal role in ensuring that the Board and Committee on specific areas and ensure expedient resolution and
– Group Company Secretary, the Board and Committee held prior to the Board Meeting. procedures are followed and regularly reviewed. The Sr. Vice decision‑making. The Committees operate as the Board’s
Meetings are generally also attended by the _ Chief President – Group Company Secretary interfaces between empowered agents according to their Charter / Terms
Executive Officer (GCEO), Global Chief Financial Officer Post Meeting Action and Follow-up system the Management and the Board and ensures that all relevant of Reference. The Board supervises the execution of its
(GCFO), Chief Legal and Compliance Officer (CLCO) and information is made available to the Board for effective responsibilities by the Committees and is responsible for
Post Meetings, all important decisions taken at the
wherever required by the Executive Leadership Council of decision‑making at the meetings and important decisions their action.
Meeting are communicated to the concerned officials and
the Group. of the Board / Committee meetings are communicated to
departments. The Company has an effective post Board The Recommendation and / or Observations and Decisions
the Management teams promptly for action. The Sr. Vice
GCEO and GCFO apprises the Board, at each of its Meeting Meeting follow up procedure. Action taken report on the are placed before the Board for information or approval.
President – Group Company Secretary facilitates convening
about the overall performance of the Company with decisions taken in a Meeting is placed at the immediately The Minutes of the Board / Committee Meetings are sent to
of meetings and attends Board, Committee and General
presentations on business operations and financial affairs on succeeding Meeting for information of the Board. all Directors individually for their approval / comments as
Meetings of the Company and maintains the Minutes of these
a regular basis. The Members of Executive Leadership Team per prescribed Secretarial Standards and after the Minutes
The Board has established procedures to periodically review meetings. Mr. Dinesh Kalani is the Sr. Vice President ‑ Group
are invited to the Board / Committee Meetings to provide are duly approved, these are circulated to the Members and
compliance report pertaining to all laws applicable to the Company Secretary of the Company.
necessary insights into the business performance of the presented at the Board / Committee Meetings. The Board
Company as well as steps taken by the Company to rectify
Company and for discussing corporate strategies with the has constituted the following Mandatory Committees.
instances of non‑compliance, if any. Committees of the Board
Board / Committee Members.
Number of Board Meetings and Attendance of each The Board Committees are set up by the Board and During the year, all recommendations of the Committees
The annual strategic and operating plans of the business are governed by its terms of reference which exhibit the were approved by the Board. Generally, Committee
Director at the Meeting of the Board of Directors and the
presented to the Board. The Quarterly Financial Statements scope, composition, functioning and reporting parameters. meetings are held prior to the Board meeting and the
last Annual General Meeting
and Annual Financial Statements are first presented to The Board has constituted various Committees to deal Chairperson of the respective Committees updates the
the Audit Committee and subsequently to the Board for During the year under review, 8 (eight) Board Meetings were with specific business areas. These Committees play Board about the deliberations, recommendations, and
their approval. Also, the Risk Management & Governance held. The dates and attendance of each Director in these an important role in the governance process. All these decisions taken by the Committee.
Committee, Audit Committee and Board periodically reviews Meetings and last AGM are appended as follows. Committees have been formed with proper Board authority
compliance reports with respect to laws and regulations The Committees of the Board were reconstituted by the
defining their composition, quorum requirements and
Board on October 19, 2023. Details on the composition
the roles and responsibilities. These Committees decide
Attendance in Board Meetings and AGM held during the year under review of these Committees as of March 31, 2024, are
Sr.
No.
Name of the Directors Apr 19, May 30, Jul 19, Sep 5, Oct 19, Dec 13, Jan 18, Feb 19, AGM – Sep given hereunder:
2023 2023 2023 2023 2023 2023 2024 2024 21, 2023

1 Mr. Ashank Desai         

2 Mr. Ketan Mehta      X  X  Mr. Rajeev Kumar
Audit Grover Mr. Suresh Vaswani Ms. Marilyn Jones
3 $ Ms. Priti Rao  NA NA NA NA NA NA NA NA Committee
4 Mr. Rajeev Kumar Grover          Mr. Ashank Desai
5 Mr. Suresh Vaswani         
Mr. Rajeev Kumar
6 # Ms. Marilyn Jones NA NA NA NA   X   Nomination and Mr. Suresh Vaswani
Grover
    
Remuneration
7 @ Mr. Umang Nahata NA NA X& X&
Committee Mr. Ketan Mehta
$Ms. Priti Rao resigned from the Board w.e.f. May 1, 2023.
# Ms. Marilyn Jones joined the Board w.e.f. September 5, 2023, Stakeholders’ Mr. Ketan Mehta Mr. Suresh Vaswani
@ Mr. Umang Nahata joined the Board w.e.f. July 19, 2023. Committee Relationship
& Mr. Umang Nahata sought leave of absence from attending the said meeting as he was interested in the agenda items of the meetings.
Composition Committee Mr. Umang Nahata
 ‑ Present, X ‑ Absent NA ‑ Not Applicable
Risk Management Mr. Ashank Desai Mr. Rajeev Kumar Ms. Marilyn Jones
Separate Meetings of the Independent Directors Board Members to effectively and reasonably perform Grover
& Governance
Pursuant to Schedule IV of the Act and as per Regulation their duties;
Committee Mr. Umang Nahata
25(3) of the SEBI Listing Regulations, a separate meetings c) Evaluation of Performance of Non‑Independent
of the Independent Directors of the Company was held Directors and the Board as a whole; Mr. Rajeev Kumar
once amongst themselves without the presence of the Corporate Social Grover Mr. Ashank Desai
d) Evaluation of Performance of Chairperson of the Responsibility
Company Executives and the following items were discussed Committee Chairperson
Company, taking into account the views of Executive Mr. Umang Nahata
/ assessed: Member
Director and Non‑Executive Directors; and
a) the financials of the Company;
e) Other related matters
b) Assessment of the quality, quantity, and timelines The Board is responsible for constituting, assigning, co-opting, and fixing the Terms of Reference of various Committees.
of the flow of information between the Company All the Independent Directors were present throughout the Details on the role and composition of these Committees, including the number of meetings held during the Financial Year
management and the Board that is necessary for the Meeting. They expressed satisfaction on the Board Members’ and the related attendance are provided below.
 Mastek Limited About How We Building a Statutory Financial Shareholder
148 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 149

A. Audit Committee In addition to the Members of the Audit Committee, these submission to the board for approval, with particular s) Approval of payment to Statutory Auditors for any
 he Audit Committee acts as an interface between the
T meetings were attended by the Global Chief Executive reference to:‑ other services rendered by the Statutory Auditors or its
Statutory and Internal Auditors, the Management, and the Officer / Global Chief Financial Officer / Global Chief group firms.
• matters required to be included in the director’s
Board of Directors. The primary objective of the Audit Legal and Compliance Officer as permanent invitees,
responsibility statement to be included in the t) Discussion with Statutory Auditors before the audit
Committee is to act as a catalyst in helping the Company and the Statutory Auditor, Internal Auditor and / or their
board’s report in terms of clause (c) of sub‑section commences, about the nature and scope of audit as
to achieve its objectives by overseeing the Integrity of the representatives, wherever necessary and those Executives
(3) of Section 134 of the Act; well as post‑audit discussion to ascertain any areas of
Company’s Financial Statements; Adequacy and Reliability of the Company who were considered necessary for
concern; if any.
of the Internal Control Systems of the Company; Compliance providing inputs to the Committee. • changes, if any, in accounting policies and practices
with Legal and Regulatory Requirements and the Company’s and reasons for the same; u) Discussion with Internal Auditors of any significant
Mr. Dinesh Kalani ‑ Sr. Vice President – Group Company
Code of Conduct; Review of Performance of the Company’s findings and follow up there on.
Secretary, acts as the Secretary to the Committee. • major accounting entries involving estimates based
Statutory, Secretarial and Internal Auditors. The Audit on the exercise of judgement by management v) Reviewing the adequacy of the internal audit function,
Committee monitors and provides effective supervision The Terms of Reference of the Audit Committee, as if any, including the structure of the internal audit
of the financial reporting process of the Company with a • significant adjustments made in the Financial
approved by the Board and amended from time to time, department, staffing, and seniority of the official
view to ensure accurate and timely disclosures with the Statements arising out of audit findings;
are as follows: heading the department, reporting structure coverage,
highest level of transparency, integrity and quality. The • compliance with listing and other legal and frequency of internal audit.
a) Composition
Audit Committee currently comprises 3 (three) Independent requirements relating to Financial Statements;
Directors and 1 (one) Non‑Executive Director. • The Committee shall have a minimum of 3 (three) w) Reviewing the findings of any internal investigations
directors as Members. • disclosure of any related party transactions; by the internal auditors into matters where there is
 he Independent Directors are accomplished professionals
T suspected fraud or irregularity or a failure of internal
from the corporate fields and are financially literate and • At least 2/3 (two‑thirds) of the Members of the • modified opinion(s) in the draft audit report.
control systems of material nature and reporting the
have experience in financial management. The Role, Committee shall be Independent Directors.
i) Reviewing with the Auditor and Management the matter to the board.
Powers, and Functions of the Committee are in accordance • The Chairperson of the Committee shall be an quarterly / half yearly / Annual Financial Statements
with Regulation 18 (Part C of Schedule II) of SEBI Listing x) Scrutiny of inter‑corporate loans and investments.
Independent Director. before submission to the board for approval.
Regulations and Section 177 of the Act as applicable, besides y) Consider and comment on rationale, cost-benefits,
other terms as referred by the Board of Directors. b) Quorum and Conduct of the Meetings j) Reviewing with the management the statement of
and impact of schemes involving merger, demerger,
• The quorum for Committee Meetings shall either be uses / application of funds raised through an issue
The Chairman of the Committee was present at the amalgamation, etc., on the listed entity and
2 (two) Members or 1/3 (one‑third) of the Members (public issue, rights issue, preferential issue, etc.),
41st Annual General Meeting of the Company held on its shareholders.
of the Committee, whichever is greater, with at the statement of funds utilised for purposes other
September 21, 2023. Executive Leadership Council and than those stated in the offer document / prospectus z) All other matters incidental or related to the
least 2 (two) Independent Directors.
representatives of the Internal Auditors and Statutory / notice and the report submitted by the monitoring above issues.
Auditors also attend the Audit Committee Meetings • The Committee shall meet at least 4 (four) agency monitoring the utilisation of proceeds of
depending on the agenda. The Committee’s observations times in a year and not more than 120 (one aa) Carry out any other function as mandated by the
a public or rights issue, and making appropriate
are followed up with the respective departments and hundred and twenty) days shall elapse between 2 Board from time to time and / or enforced by any
recommendations to the board to take up steps in this
the follow‑up actions are reported to the Committee at (two) Meetings. statutory notifications and / or amendments, as may
matter, if any.
the subsequent Committee Meetings. The Committee, be applicable.
c) Reviewing the utilisation of loans and / or advances k) Reviewing and monitoring the auditor’s independence
along with the Statutory Auditors, reviews the quarterly, In line with its Terms of Reference, during the year
from investment by the holding Company in the and performance, and effectiveness of audit process.
half‑yearly, and Annual Financial Results at the Audit under review the Audit Committee, at each meeting
subsidiary exceeding J100 crores or 10% of the asset
Committee Meetings before recommending them to l) Approval of any subsequent modification of reviewed operations, and audit reports for businesses
size of the subsidiary, whichever is lower including
the Board of Directors. All the recommendations of the transactions of the Company with related parties. pursuant to audits undertaken by internal auditors under
existing loans / advances / investments.
Committee have been accepted by the Board, during the the audit plan approved at the commencement of the
year under review. d) Approval of any material modification of transaction m) Valuation of undertakings or assets of the Company,
year. The quarterly financial results were reviewed and
of the Company and / or Subsidiaries with wherever necessary.
The particulars of Meetings held and attended by recommended by the Committee before submission to the
Related Parties. n) Reviewing, with the management, performance Board. Independent sessions were held with statutory and
the Members during the year under review are given
herein. The quorum as required under Regulation 18(2) e) Review at least once in a Financial Year compliance of Statutory Auditors and Internal Auditors of internal auditors to assess the effectiveness of the audit
of the SEBI Listing Regulations was maintained at all with the code of conduct for regulating, monitoring, the Company and adequacy of the internal process. The Committee reviewed the adequacy of internal
the Meetings. and reporting of trading by insiders and the code of financial controls and Risk management impacting financial controls on a Company‑wide basis and provided
fair disclosure of the Company and shall verify that the financial numbers. its recommendations on internal control processes to
No. of Meetings
Name of Members Date of Meeting systems for internal control to comply with the codes the Board. The Committee also reviewed the system and
Held Attended o) Evaluation of internal financial controls and risk
are adequate and are operating effectively. processes in place for risk management, insider trading
Mr. Rajeev Kumar 8 8 April 12, 2023 management systems.
Grover (Chairperson) July 12, 2023
compliance, and information technology. On a quarterly
f) Oversee the Company’s financial reporting process and p) To look into the reasons for substantial defaults in basis, the Committee continues to review whistle‑blower
Mr. Ashank Desai 8 8 September 5, 2023
October 12, 2023 the disclosure of its financial information to ensure the payment to the depositors, debenture holders, complaints with corrective actions and controls put
@ Mr. Ketan Mehta 3 3
December 13, 2023 that the financial statement is correct, sufficient shareholders (in case of non‑payment of declared in place, material litigations / notices, and related‑
$ Ms. Priti Rao 1 1
January 10, 2024 and credible.
Mr. Suresh Vaswani 8 8 February 19, 2024
dividends) and creditors; if any. party transactions.
# Ms. Marylin Jones 4 4 March 27,2024 g) Recommendation for appointment, remuneration and q) To review the functioning of the whistle blower
terms of appointment of Auditors (Internal / Statutory B. Nomination and Remuneration Committee
@ Mr. Ketan Mehta stepped down from the Committee w.e.f. mechanism and complaints; if any.
September 5, 2023 / Secretarial).  he Nomination and Remuneration Committee is responsible
T
r) Approval of appointment of Chief Financial Officer for drawing up selection criteria and evaluating the
$Ms. Priti Rao resigned w.e.f. May 1, 2023. h) Reviewing with the management the annual financial after assessing the qualifications, experience and balance of skills, experience, independence, diversity and
# Ms. Marylin Jones was appointed as a Member of the Committee statements and auditor’s report thereon before background, etc. of the candidate. knowledge, ongoing succession planning, and appointment
w.e.f. October 19, 2023
procedures for both internal and external appointments.
 Mastek Limited About How We Building a Statutory Financial Shareholder
150 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 151

The Committee is also responsible for administering the c) To recommend to the Board, all remuneration / governed by the guidelines issued by SEBI and as • The Independent Directors are also expected
Stock Option Plans of the Company and determining the compensation and the terms of it in whatever form, amended from time to time (including extension to commit and allocate sufficient time to meet
eligibility of employees for allocating stock options. payable to Directors / KMP / Senior Managerial of time to exercise, extension due to sabbatical the expectations of their Role as Non‑ Executive
personnel of the organisation to ensure that: leave / acceleration of the options granted and Independent Directors, to the satisfaction of
 ll the recommendations of the Committee have been
A
issuance of RSUs etc.) subject to compliance with the the Board.
accepted by the Board during the year under review. • the level and composition of remuneration are
applicable laws.
The Nomination and Remuneration Committee currently reasonable and sufficient to attract, retain and • Conflict of Interest: The Independent Directors are
comprises of 2 (two) Independent Directors and 1 (one) motivate directors, of the quality required to run h) To approve: not to involve themselves in situations, which may,
Non‑Executive Director. The Chairman of the Committee is the Company successfully. • the new ESOP / RSUs plans for implementation directly or indirectly conflict with the interests of
Non‑Executive and Independent Director. The Role, Powers including its framework. the Company. It is accepted and acknowledged
• relationship of remuneration to performance
and Functions of the Committee are in accordance with the that they may have business interests, other than
is clear and meets appropriate performance • the new stock options to be granted to the
Regulation 19 (clause A of part D of schedule 11) of the SEBI those of the Company. As a pre‑condition to their
benchmarks; and eligible employees of the Company / Group under
Listing Regulations and Section 178 of the Act as applicable, appointment / re‑appointment as Independent
besides other terms as referred by the Board of Directors. • remuneration to directors, key managerial the scheme. Directors, they shall be required to declare any
personnel, and senior managerial personnel i) To frame policy and recommend the amount of Bonus such conflicts to the Board, in writing and / or as
 he Chairman of the Committee was present at the
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involves a balance between fixed and incentive / Variable Pay / Performance award / incentive plan to and when there is any change in the directorship
41st Annual General Meeting of the Company held on
pay reflecting short and long-term performance be paid to Whole Time Director and eligible employees. and also on yearly basis.
September 21, 2023 to respond to the queries of the
objectives appropriate to the working of the
Members with respect to functioning of the Nomination and j) To devise a policy on diversity of board of directors. • The key elements in which every Independent
Company and its goals.
Remuneration Committee. Director will be expected to contribute are:
d) To identify the persons who are qualified to become k) To recommend: Strategy, Performance, Risk, People, Reporting
The particulars of Meetings held and attended by the
Director, or who may be appointed in senior managerial • the perquisites / sitting fees for Non‑Executive and Compliance.
Members during the year under review are given herein. The
position of the Company and shall specify the manner Directors for attending Board as well as
quorum as required under Regulation 19 of the SEBI Listing
for effective evaluation of the performance of Board, Committee Meetings. c) In determining the remuneration of Directors,
Regulations was maintained at all the Meetings.
its Committees and individual Directors and CEO, to be KMPs and SMPs, the Nomination and Remuneration
No. of Meetings carried out either by the Board, by the Committee or • yearly commission to be paid to Non‑Executive Committee considers the following:
Name of Members Date of Meeting
by an independent external professional / agency and Directors out of the distributable profits of
Held Attended • While fixing the Remuneration of Directors,
review its implementation and compliance. the Company.
Mr. Suresh Vaswani 7 7 April 12, 2023 KMPs and SMPs, the Company considers industry
(Chairperson) May 17, 2023 l) To consider Succession planning of the Board of benchmarks and the competence of the persons
July 6, 2023
e) For every appointment of an independent director,
Mr. Ketan Mehta 7 7 the Committee shall evaluate the balance of skills, Directors, Key / Senior Managerial Personnel. and ensure that the level and composition of
July 12, 2023
Mr. Rajeev Kumar 7 7 September 5, 2023 knowledge, and experience on the Board and based on the remuneration is reasonable and sufficient to
m) All other matters incidental or related to the
Grover October 18, 2023 attract, retain and motivate them.
such evaluation, prepare a description of the role and above issues.
January 17, 2024
capabilities required of an independent director. • The compensation structure of Directors, KMPs
n) Carry out any other function as mandated by the Board
In addition to the Members of the Nomination and The person recommended for such a role shall meet and SMPs is benchmarked with industry trends
from time to time and / or enforced by any statutory
Remuneration Committee, these meetings were attended the description. For the purpose of identifying suitable and has components of fixed / basic salary as
notifications / amendments as may be applicable.
by the Chairman, Chief Executive Officer / Global Chief candidates, the Committee may well as variable pay, wherever applicable. The
Financial Officer / Chief Legal and Compliance Officer / variable pay will be linked to business performance
• use the services of external agencies, if required  omination and Remuneration Policy for the Directors,
N
Chief Human Resources officer as invitees. parameters, as separately outlined in Variable Pay
Key Managerial Personnel (KMPs) and Senior Managerial
• consider candidates from a wide range of Plan guidelines of the Company. The Non‑Executive
Mr. Dinesh Kalani ‑ Sr. Vice President – Group Company Personnel (SMPs)
backgrounds, having due regard to diversity, and directors are paid sitting fees for attending
Secretary, acts as Secretary to the Committee.  he Nomination and Remuneration Committee has reviewed
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their time commitments. the Board and the Committee Meetings and
the policy which deals with the manner of selection of commission, wherever applicable.
The Terms of Reference of the Nomination and f) To review Board of Directors and Key Managerial Personnel / Senior
Remuneration Committee, as approved by the Board and Managerial Personnel and their remuneration. The Policy of the Company on Remuneration for
• all documents pertaining to candidates and conduct
amended from time to time, are as follows: Board of Directors, KMPs and SMPs as required under
evaluation of candidates in accordance with a
a) Composition: a) Pecuniary Relationship or Transactions with Non- Section 178 of the Act, is available on the website of
process and if deemed fit and appropriate, make
executive Directors. the Company and can be accessed at web link https://
• The committee shall comprise of at least 3 recommendation for the nomination to the Board
www.mastek.com/wp-content/uploads/2022/07/
(three) directors; or for the senior managerial personnel of the During the year, there were no pecuniary relationships
Nomination-Remuneration-Policy-For-Board-of-
Company and their removal, if any, and oversee the or transactions entered into between the Company and
• all directors of the committee shall be Non‑ Executive Directors-Key-Managerial-Personnel.pdf It is affirmed
implementation thereof. any of its Non‑Executive / Independent Directors apart
directors; and that the remuneration paid to the Directors, KMPs and
from payment of sitting fees and / or commission /
• and formulate the criteria for determining SMPs are as per the policy.
• at least two-third of the directors shall be perquisites as approved by the Members.
qualifications, positive attributes and independence
Independent Directors.
of a director and recommend to the Board a policy, d) Criteria for making payment of remuneration to
b) Criteria of selection of Non-executive Directors
b) Quorum and Conduct of the Meetings: relating to the remuneration for the directors, key Non- Executive Directors and their Commission:
managerial personnel and senior employees. • Non‑Executive Independent Directors are expected
The quorum for a meeting of the committee shall The Board of Directors decides and Members approve
to bring in objectivity and independence during
be either 2 (two) Members or 1/3 (one‑third) of the • the yearly performance of senior the Remuneration of Non‑Executive Directors based
Board deliberations around the Company’s Strategic
Members of the committee, whichever is greater, managerial personnel. on the recommendation from Nomination and
approach, Performance and Risk Management. They
including at least 1 (one) Independent Director in Remuneration Committee.
g) To decide and formulate or clarify detailed terms must also ensure very high standards of Financial
attendance. The committee shall meet at least once in
and conditions of the Employee Stock Option Plans, Probity and Corporate Governance.
a year.
 Mastek Limited About How We Building a Statutory Financial Shareholder
152 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 153

Subject to availability of profits, calculated under Directors and Committees thereof. Sitting fees paid No. of Meetings h) To issue and allot right shares / bonus shares pursuant
Name of Members Date of Meeting
Section 197 read with Section 198 of the Act, the to Non‑Executive Directors are within the prescribed Held Attended to a Rights / Bonus Issue subject to such approvals as
Non‑Executive Directors of the Company are also limits under the Act and as determined by the Board of Mr. Ketan Mehta 4 4 April 12, 2023 may be required.
entitled to Commission and the same is being paid Directors from time to time. (Chairperson) July 12, 2023
October 11, 2023 i) To approve and monitor dematerialisation /
taking into consideration, the amount of time spent @ Mr. Ashank Desai 3 2
Shareholding of the Directors: January 10, 2024 rematerialisation of shares and all matters incidental
on the critical policy decisions and higher degree of Mr. Suresh Vaswani 4 4
Details of Number of Equity Shares held by the thereto and authorise the Company Secretary and
engagement by the Board Members.
Directors as on March 31, 2024 are stated below: # Mr. Umang Nahata 1 1 Registrar and Share Transfer Agent to attend to
Further, the Members have approved the payment of @ Mr. Ashank Desai stepped down from the Committee with such matters.
remuneration by way of Commission to Non‑Executive Name of the Directors
No. of Equity % of the effect from October 19, 2023.
Shares Held shareholding j) All other matters incidental or related to issued /
Directors for 5 (five) years from April 1, 2023 till March #The Board of Directors appointed Mr. Umang Nahata as the
Mr. Ashank Desai 33,84,167 10.97 outstanding securities of the Company; and
31, 2028, a sum not exceeding 1% (one percent) per Member of the Committee with effect from October 19, 2023.
annum of the Net Profits of the Company (Sitting fees Mr. Ketan Mehta 22,44,100 7.28 k) Carry out any other function as mandated by the Board
excluded) calculated in accordance with the provisions Mr. Rajeev Kumar Grover NIL NIL Chief Executive Officer, Global Chief Financial Officer from time to time and / or enforced by any statutory
of Section 198 of the Act, be paid to and distributed Mr. Suresh Vaswani NIL NIL and Chief Legal and Compliance Officer also attend the notifications / amendments as may be applicable.
amongst the Non ‑ Executive Directors of the Company Committee meetings as invitees and Mr. Dinesh Kalani
Mr. Umang Nahata 16,99,218 5.51  he status of Members’ complaints received and
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(other than Managing Director) in such amounts or Sr. Vice President – Group Company Secretary acts as
Ms. Marilyn Jones NIL NIL resolved by the Registrar & Transfer Agent during the
proportions and in such manner and in all respects as Secretary to the Committee.
Total 73,27,485 23.76 Financial Year is given below:
may be directed by the Board of Directors and such
payments shall be made in respect of the profits of the  he broad terms of reference of the Stakeholders’
T Status No. of complaints
Service Contracts, Notice Period, Severance Fees
Company for each year. Relationship Committee, as approved by the Board and As on April 1, 2023 Nil
The Company does not have any policy for service amended from time to time, includes the following: Received during the year 2
Details of Remuneration paid to the Non-executive contracts, notice period and severance fees or any
a) Composition Resolved during the year 2
Directors for the Financial Year ended March 31, other payment to the Independent Directors when they
2024, are stated below: leave the Company. • The Committee shall comprise at least 3 (three) As on March 31, 2024 Nil
Directors as Members, with at least 1 (one) being
Name of the Directors
Commission Payable
an Independent Director. During the year under review, the Company has received
(J in lakhs) C. Stakeholders’ Relationship Committee
requests / queries / complaints from Shareholders /
Mr. Ashank Desai 25.00 The Board of Directors at their meeting held on • The Members of the Committee shall elect a Investors relating to no receipt of declared dividend /
Mr. Ketan Mehta 15.00 October 19, 2023 reconstituted the Stakeholders’ Chairperson from amongst themselves, who should shares certificates / annual report, change of bank account
Mr. Rajeev Kumar Grover 15.00 Relationship Committee. The Committee comprises be a Non‑Executive Director. details / address, transfer / transmission of shares /
Mr. Suresh Vaswani 8.00 (two) Non‑Executive Directors and 1 (one) Non- rematerialisation / dematerialisation, etc. The same were
b) Quorum and Conduct of the Meetings
executive Independent Director. The Chairman of the addressed and resolved by the Company.
Mr. Umang Nahata 4.00 • The quorum necessary for transacting business at a
Committee is Non‑Executive Director.
Ms. Marilyn Jones 10.00 meeting of the Committee shall be 2/3 (two‑thirds) As on March 31, 2024, no complaint was pending
Total 77.00 The Role, Powers and Functions of the Committee are of the Members of the Committee. for redressal.
in accordance with Regulation 20 (Clause B of Part D of
 ote: Commission for Financial Year 2023‑24 has been
N Schedule II) of the SEBI Listing Regulations and Section • The Committee shall meet at least once a year.
D. Risk Management & Governance Committee
provided for in the books of account for the year 178 of the Act, besides other terms as referred by the c) To resolve the grievances of the security holders The Board of Directors at their meeting held on
under review and will be paid after ensuing Annual Board of Directors. including complaints related to transfer / transmission October 19, 2023 reconstituted the Risk Management
General Meeting. of shares, non‑receipt of Annual Report, non‑receipt
The Chairman of the Committee was present at the & Governance Committee. Risk Management
Details of Sitting Fees paid to the Non-executive 41st Annual General Meeting of the Company held of declared dividends, issue of split / duplicate & Governance Committee comprises 2 (two)
Directors for the Financial Year ended March 31, 2024, on September 21, 2023 to respond to the queries share certificates for shares reported lost / defaced Non‑Executive - Independent Directors and 2 (two)
are stated below: of the Members with respect to functioning of the / destroyed, as per the laid down procedure and to Non-executive Directors.
Stakeholders Relationship Committee. authorise the Company Secretary and Registrar and
Sitting Fees Share Transfer Agent to attend to such matters. The Risk Management & Governance Committee
Name of the Directors
(J in lakhs)
This Committee deals with stakeholder relations and administers compliance of various applicable Policies,
Mr. Ashank Desai 22.00 grievances raised by the investors in a timely and d) To review the measures taken by the Company for Procedures, Statutes, Corporate Policies and Business
Mr. Ketan Mehta 18.00 effective manner and to the satisfaction of investors. effective exercise of voting rights by members. Governance Practices including Subsidiaries and
Ms. Priti Rao 3.50 The Committee oversees performance of the Registrar e) To review adherence to the service standards adopted Offshore Legal Compliances and framework of the
Mr. Rajeev Kumar Grover 28.00 and Share Transfer Agents of the Company relating in respect of various services being rendered by the Enterprise Risk assessment including cyber security,
to investor services and recommends measures Registrar & Share Transfer Agent (RTA). business continuity plan, physical infrastructure, etc.
Mr. Suresh Vaswani 25.00
for improvement. All the recommendations of the
Mr. Umang Nahata 5.50 f) To review measures / initiatives taken for reducing The particulars of Meetings held and attended
Committee have been accepted by the Board during
Ms. Marilyn Jones 8.00 the quantum of unclaimed dividends and ensuring by Members during the year under review are
the year under review.
timely receipt of dividend warrants / annual reports / given herein. The requisite quorum was present in
Total 110.00
The particulars of Meetings held and attended statutory notices by the Members of the Company. all Meetings.
The Non‑Executive Directors are entitled to Sitting by Members during the year under review are
g) To issue and allot shares on exercise of vested Stock  he particulars of Meetings held and attended by
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Fees for attending the meetings of the Board of given herein. The requisite quorum was present in
options by Employees under various ESOP Schemes, Members during the year under review are given
all Meetings.
subject to completion of necessary formalities. herein. The requisite quorum was present in
all Meetings.
 Mastek Limited About How We Building a Statutory Financial Shareholder
154 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 155

Name of Members
No. of Meetings
Date of Meeting
in order to improve monitoring and ongoing business The Committee reviewed the Risk Management b) Quorum and Conduct of the Meetings
Held Attended related concerns; framework and its operation and risk heat maps and • The quorum for a meeting of the committee shall
Mr. Ashank Desai 4 4 April 12 , 2023 deliberated over the mitigation plans for key risks.
(Chairperson) July 12 , 2023 f) To review physical Infrastructure and Crisis be 1/3 (one‑third) of its total strength or two
October 11, 2023 More details on the key risks and mitigation actions in whichever is higher.
$Ms. Priti Rao 1 1 Management Planning;
January 10, 2024 respect thereto are provided elsewhere, forming part
Mr. Rajeev Kumar 4 4 • The committee shall meet at least once a year.
Grover g) To develop norms for evaluation of the Board of this Report.
/ Directors / Chairperson / Committees and to c) Review the existing Corporate Social Responsibility
#Ms. Marilyn Jones 1 1
# Mr. Umang Nahata 1 1 recommend the areas of training needed for E. Corporate Social Responsibility (CSR) Committee Policy and to make it more comprehensive so as
Board Members; The Board of Directors at their meeting held on to indicate the activities to be undertaken by the
$Ms. Priti Rao, Non‑Executive & Independent Director submitted
resignation from the Directorship of the Company w.e.f. October 19, 2023 reconstituted the Corporate Company as specified in Schedule VII of the Act.
h) To review ongoing legal compliances, ongoing court
May 1, 2023. Social Responsibility Committee. Corporate Social d) Decide CSR projects or programmes or activities to be
cases and any business / legal dispute related matters
#The Board of Directors appointed Mr. Umang Nahata and Ms. Responsibility Committee comprises 2 (two) taken up by the Company.
with stakeholders;
Marilyn Jones as the Members of the Committee with effect Non‑Executive Directors and 1 (one) Non - Executive e) Place before the board the CSR activities proposed to
from October 19, 2023. i) To review plans / status /concerns and access on steps Independent Director. The Chairperson of the be taken up by the Company for approval each year.
taken to mitigate the exposures in timely manner with Committee is Non‑Executive and Independent Director.
Executive Leadership Council Members also attend f) Oversee the progress of the initiatives rolled out under
respect to department of Communication Technology The Role, Powers and Functions of the Committee are
this Committee meeting as permanent invitees and this policy on half yearly basis.
including cyber security issues; in accordance with the Section 135 of the Act and rules
Mr. Dinesh Kalani – Sr. Vice President – Group Company g) Define and monitor the budgets for carrying out
framed under Schedule VII as applicable, besides other
Secretary acts as Secretary to the Committee. j) The Committee shall have powers to seek information the initiatives.
terms as referred by the Board of Directors.
from any employee, obtain outside legal or other
h) Submit a report to the Board of Directors on all CSR
The terms of reference of the Risk Management & professional advice and secure attendance of outsiders The role of CSR Committee includes formulating
activities during the Financial Year.
Governance Committee, as approved by the Board and with relevant expertise, if it considers necessary;\ and recommending to the Board, the CSR Policy
amended from time to time, are as follows: and activities to be undertaken by the Company, i) Monitor and review the implementation of the
k) To review Risk Management Plan, its framework and CSR policy.
a) Composition recommending the amount of expenditure to be
related matters including the Business Continuity
incurred on CSR activities of the Company and j) To recommend an annual action plan to the Board
• The committee shall consists of Minimium three Plan, Disaster Recovery Plan, Client Satisfaction and
reviewing the performance of Company in the areas of Directors of the Company in pursuance of the CSR
directors with the majority of the Committee shall Employee Satisfaction Survey activities, etc.;
of CSR. All the recommendations of the Committee policy and any modification as may be required.
comprise Members of the Board including at least
l) The Committee shall review the Strategic and have been accepted by the Board during the year
one independent director. k) To undertake impact assessment, if required through
Operating plan of Enterprise Risk Management Function under review.
• The Chairperson of the Committee shall be a of the Company; an independent agency as per the requirements
The particulars of Meetings held and attended by of the Companies Act, 2013 and CSR rules made
member of the Board.
m) To formulate a detailed Risk Management policy Members during the year under review are given thereunder; and
b) Quorum and Conduct of the Meetings: and monitor and oversee its implementation which herein. The requisite quorum was present at
shall include: the Meetings. l) To ensure the compliance of Section 135 read with
• The quorum necessary for transacting business at
Schedule VII of Companies Act, 2013 and Companies
a meeting of the Committee shall be any 2 (two) • A framework for identification of internal and No. of Meetings
Name of Members Date of Meeting (Corporate Social Responsibility Policy) Rules, 2014 and
Members or 1/3 (one‑third) of the Members of external risks specifically faced by the listed entity, Held Attended
subsequent amendments thereto.
the Committee, whichever is greater, including in particular including financial, operational, $Ms. Priti Rao 1 1 April 12, 2023
at least one member of the board of directors Mr. Rajeev Kumar 2 2 October 11, 2023 The details of the CSR initiatives as per the CSR Policy
sectoral, sustainability (particularly, ESG related
in attendance. Grover (Chairperson) of the Company forms part of the CSR Section in the
risks), information, cyber security risks or any
Mr. Ashank Desai 2 2 Annual Report. The CSR Policy of the Company has
• A duly convened meeting of the Committee at other risk as may be determined by the Committee.
# Mr. Umang Nahata NA NA been uploaded on the website of the Company and can
which the requisite quorum is present shall be • Measures for risk mitigation including systems and $Ms. Priti Rao, Non‑Executive & Independent Director submitted be accessed at: https://www.mastek.com/wp-content/
competent to exercise all or any of the authorities, processes for internal control of identified risks. resignation from the Directorship of the Company w.e.f. uploads/2022/07/Corporate-Social-Responsibility-
powers, and discretions vested in or exercisable by May 1, 2023.
• Business Continuity Plan Policy-2022.pdf
the Committee. #The Board of Directors appointed Mr. Umang Nahata as the
n) To ensure that appropriate methodology, processes Member of the Committee with effect from October 19, 2023.
• The meetings of the Committee shall be conducted  olicies, Affirmations, and Disclosures Code of Conduct
P
in such a manner that on a continuous basis not and systems are in place to monitor and evaluate risks for Directors and Senior Management
Chief Executive Officer, Global Chief Financial Officer, Chief
more than 210 (Two hundred and Ten days) shall associated with the business of the Company;
Legal and Compliance Officer, and Chief Human Resources  he Company has prescribed a “Code of Conduct for
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elapse between any two consecutive meetings. o) The appointment, removal, and terms of remuneration
Officer and some Members of the Executive Leadership Directors and Senior Management” of the Company. The
of the Chief Risk Officer, if any, shall be subject to
• The committee shall meet at least twice in a year. Council also attends the Committee meeting as invitees Code lays down the Code of Conduct which is expected
review by the Committee;
and Mr. Dinesh Kalani – Sr. vice President – Group Company to be followed by the Directors and the Senior Managerial
c) The Committee shall coordinate its activities with other p) The Risk Management Policy shall be subjected to
Secretary acts as Secretary to the Committee. Personnel in their business dealings and in particular on
committees, in instances where there is any overlap review at least once every two years;
matters relating to integrity at the workplace, in business
with the activities of such committees, as per the q) To keep the board of directors informed about the The terms of reference of the Corporate Social practices, and in dealing with Stakeholders. The declarations
framework laid down by the board of directors; nature and content of its discussions, recommendations Responsibility Committee, as approved by the Board and with regards to its compliance have been received for the
and actions to be taken; amended from time to time, are as follows:
d) The Committee shall review and reassess the adequacy year under review from all the Board Members and Senior
r) All other matters incidental or related to the above
of this Charter periodically and recommend any a) Composition Managerial Personnel. There were no material financial and
issues; and
proposed changes to the Board for approval; • The committee shall consist of three or more commercial transactions, in which Board Members or Senior
s) Carry out any other function as mandated by the Board Directors; and Managerial Personnel had a personal interest, which could
e) To develop and review a set of Corporate Governance from time to time and / or enforced by any statutory lead to a potential conflict of interest with the Company
principles, policies and processes for Group Entities • At least one director shall be Independent Director.
notifications / amendments as may be applicable. during the year.
 Mastek Limited About How We Building a Statutory Financial Shareholder
156 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 157

It is hereby declared that the Members of the Board of / Ministry of Corporate of Affairs or any such statutory Name of unlisted Material Subsidiary
Date of Place of Name of Statutory Date of appointment
Incorporation Incorporation Auditor of Statutory Auditor
Directors and Senior Managerial Personnel have affirmed authority was placed before the Board of Directors and is
Compliance with the Code during the Financial Year under set out as “Annexure D” to this Report. Mastek (UK) Limited 15.07.1992 UK Grant Thornton 25.05.2017
UK LLP
review and is annexed to this report as “Annexure A”.
Related Party Transactions Mastek Enterprise Solutions Private Limited (Formerly known 05.03.1999 India M/s. Walker 01.02.2018
as Trans American Information Systems Private Limited) Chandiok & Co.
Chief Executive Officer and Global Chief Financial The Company has not entered into any Material Related LLP
Officer Certification Party Transaction (RPT) during the year under review Mastek Systems Company Limited 10.03.2011 UK Grant Thornton 29.04.2021
In terms of Regulation 17(8) of the SEBI Listing Regulations, with external parties. In line with requirements of the UK LLP
the Chief Executive Officer and Global Chief Financial Act and SEBI Listing Regulations, the policy is available
Officer submitted a certificate to the Board of Directors in on the website of the Company and can be accessed In terms of the provisions of Regulation 24(1) of the Listing Regulations, appointment of one of the Independent Directors on
the prescribed format for the year under review, which has through the weblink https://www.mastek.com/wp-content/ the Board of the Material Subsidiaries was applicable only to Mastek (UK) Limited and the Company has complied with the
been reviewed by the Audit Committee and taken on record uploads/2022/09/RelatedPartyTransactionsPolicy.pdf requirement.
by the Board and is annexed to this report as “Annexure B”.
The Policy intends to ensure that proper reporting, Disclosure of Accounting Treatment in preparation of respected Companies in India, the Company is committed
disclosure and approval processes are in place for all financial statements to high standards of Corporate Governance and Stakeholder
Disclosures by Board Members & Senior Management
transactions between the Company and Related Parties. The financial statements of the Company have been responsibility. The Company has a Whistle‑Blower Policy
The Board Members and Senior Managerial Personnel make to deal with instances of fraud and mismanagement,
This Policy specifically deals with the review and approval prepared in accordance with the Companies (Indian
disclosures to the Board on yearly basis regarding leakage of Unpublished Price Sensitive Information (UPSI),
of Material Related Party Transactions keeping in mind Accounting Standards) Rules, 2015 (Ind AS) prescribed u/s
• their dealings in the Company’s shares; and 133 of the Act. if any, etc. The Policy ensures that strict confidentiality
the potential or actual conflicts of interest that may arise
is maintained whilst dealing with concerns raised by any
• all material, financial and commercial and other because of entering into these transactions. All Related
Disclosure on compliance with Corporate Governance stakeholder and also that, no discrimination will be meted
transaction with the Company; Party Transactions are placed before the Audit Committee
Requirements specified in SEBI Listing Regulations out to any person for a genuinely raised concern. Pursuant
for review and approval. Prior omnibus approval is obtained
Where they have personal interest, stating that the said thereto, a dedicated hotline is provided which can be
for Related Party Transactions on a quarterly basis for The Company has complied with the requirements of Part C
dealings and transactions, if any, have no potential conflict directly reached and any Whistle Blower’s complaint can be
transactions which are of repetitive nature and / or entered (Report on Corporate Governance) of Sub‑Paras (2) to (10) of
with the interests of the Company at large. registered. Calls to the Hotline during work hours will be
in the ordinary course of business and are at arm’s length. Schedule V of the SEBI Listing Regulations. The Company has
directed by the Operator to any of the Ombudspersons or
In accordance with the provisions of Regulation 26(6) of All Related Party Transactions entered during the year were complied with Corporate Governance requirements specified
Compliance Committee Members, as desired by the caller.
the SEBI Listing Regulations, the Key Managerial Personnel, in ordinary course of business and on an arm’s length basis. in Regulation 17 to 27 and Clauses (b) to (i) of Sub‑regulation
Complainants can also raise their concern through E‑mails
Director(s), Promoter(s) and Employees including Senior No Material Related Party Transactions as defined in the (2) of Regulation 46 of the SEBI Listing Regulations and
to the Ombudspersons or Compliance Committee Members
Managerial Personnel of the Company have affirmed that SEBI Listing Regulations were entered during the Financial necessary disclosures thereof have been made in this Report
or Chairperson of Audit Committee (if the complaint is
they have not entered into any agreement for themselves Year by your Company. on Corporate Governance.
against a Director or by a Director). If, for any reason, the
or on behalf of any other person, with any member or any complainant does not wish to write to any of these entities,
other third party with regard to compensation or profit Material Subsidiary Companies Legal Compliance Reporting
he / she can write an E‑mail at [email protected].
sharing in connection with dealings in the securities of The Company has adopted a policy on Material Subsidiary in The statutory compliance has become a catalyst for The Company Secretary, will appropriately direct it to any
the Company. line with the requirements of the SEBI Listing Regulations. Corporate Governance. A good statutory compliance of the Ombudspersons or Compliance Committee member/s
The objective of this policy is to lay down criteria for system has become vital for effective conduct of business or Chairperson of the Audit Committee, after ascertaining
Compliance Certificate on Corporate Governance identification and dealing with Material Subsidiaries and operations. As a major portion of the Company’s business the nature, identity and sensitivity of the concern raised.
M/s. P. Mehta & Associates, Practicing Company Secretaries, to formulate a governance framework for Subsidiaries of is conducted abroad, apart from ensuring compliance with
the Company. The Policy on Material Subsidiary is available Indian statutes, the Company also complies with the statutes No personnel were denied access to the Audit Committee of
has provided Certificate on Corporate Governance as
on the website of the Company and can be accessed of the countries where the Company and its Subsidiaries the Company with regards to the above.
stipulated under Schedule V of the SEBI Listing Regulations
and is annexed to this report as “Annexure C”. through the weblink https://www.mastek.com/wp-content/ have presence.
uploads/2022/07/Policy-on-Determination-of-Materiality-for- Disclosure relating to Sexual Harassment of Women at
The Company is in compliance with Regulation 24A of With a view to strengthen this system, the Company has Workplace (Prevention, Prohibition and Redressal) Act,
Disclosure-of-Events-or-Information_0-1.pdf
the Listing Regulations. The Company’s material Indian taken steps to automate the said system and has framed a 2013
subsidiary undergoes Secretarial Audit. Copy of Secretarial The relevant details of each of the Subsidiaries are web‑based portal which will provide the users a web‑based
The Company has in place an effective mechanism (Formed
Audit Report of Mastek Enterprise Solutions Private Limited provided in the Directors’ Report, which forms part of this access, controls based on a defined authorisation matrix.
Internal Complaints Committee with external member) for
(Formerly known as Trans American Information Systems Annual Report.
Besides connecting all the compliance owners across dealing with complaints relating to sexual harassment at
Private Limited), an Indian Material Subsidiary forms part of The Company’s material subsidiaries as mentioned below are time zones to a common corporate platform, the portal workplace. The details relating to the number of complaints
Directors’ Report. subject to special governance norms of the Securities and is expected to serve as a repository of the compliance received and disposed of during the Financial Year 2023–24
The Secretarial Audit Report of the material subsidiary does Exchange Board of India (Listing Obligations and Disclosure exercise yielding substantial saving in resources and efforts are as under:
not contain any qualification, reservation, adverse remark Requirements) Regulations, 2015. Minutes of the meetings of for tracking compliance. During the year under review, the
• Number of complaints filed during the Financial
or disclaimer. the Board of Directors of all subsidiaries are placed before Company has enhanced the existing Statutory Compliance
Year: NIL
the Board of Directors of the Company for their review Monitoring system to extend the scope of the system by
Certificate from Practicing Company Secretary and noting. Disclosure requirements pertaining to material including all overseas entities / locations of the Company as • Number of complaints disposed of during the Financial
unlisted subsidiary companies prescribed under Schedule well to monitor the compliance more effectively and make it Year: NIL
The Company has received certificate as required under
V of the Securities and Exchange Board of India (Listing more user‑friendly.
Part C of Schedule V of the SEBI Listing Regulations from • Number of Complaints Pending at the end of the
Obligations and Disclosure Requirements) Regulations, 2015,
M/s. P. Mehta & Associates, Practicing Company Secretaries, Financial Year : NIL
are as follows: Establishment of Vigil Mechanism / Whistle-Blower
confirming that none of the Directors of the Company
Policy
have been debarred or disqualified from being appointed Code for Prevention of Insider Trading Practices
or continuing as directors of the Company by the SEBI 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
 Mastek Limited About How We Building a Statutory Financial Shareholder
158 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 159

Trading Code) under SEBI (Prohibition of Insider Trading) Dividend Distribution Policy in light of the Company’s plans for its next growth on the website of the Company https://www.mastek.
Regulations, 2015 (SEBI Insider Trading Regulations) which To bring transparency in the matter of declaration of phase, she has decided to resign. com/investors/financial-information/. The Company also
inter alia includes Policy for determination of “Legitimate dividends and to protect the interests of investors, the holds the Analyst meet every quarter after declaration
• Mr. Umang Nahata (DIN: 00323145) was appointed as an
Purpose” and “Code of Fair Disclosure”. The same has been Company has already adopted the Dividend Distribution of financial results and answers the questions raised
Additional Director (Non‑Executive) with effect from
uploaded on website of the Company and can be accessed Policy. The Policy is in line with Regulation 43A of the SEBI by the participants. Other information relating to
July 19, 2023. The Members of the Company, at the 41st
through the weblink https://www.mastek.com/wp-content/ Listing Regulations and the Act which has been displayed Shareholding Pattern, compliance with the requirements
Annual General Meeting held on September 21, 2023,
uploads/2024/07/Code-of-Practices-and-Procedures-for-Fair- on the Company’s website, and can be accessed through of Corporate Governance, Investor Grievances,
approved the appointment of Mr. Umang Nahata as a
Disclosure-of-Unpublished-Price-Sensitive-Information.pdf the weblink https://www.mastek.com/wp-content/ Reconciliation of Capital, etc. are uploaded on BSE
Non‑ Executive, Non-independent, New Shareholders’
In accordance with the SEBI’s Prevention of Insider Trading uploads/2022/07/Dividend-Distribution-Policy.pdf and is also and NSE websites. No separate Half-yearly financial
Nominee Director.
Regulations, the Company has established systems and available in the Director’s Report which forms part of the performance reports, are sent to Members.
procedures to prohibit insider trading activities. Annual Report. • Ms. Marilyn Jones (DIN: 10301799) was appointed as an
• Modified opinions in Audit Report - The Auditors
Additional Director (Non‑Executive, Independent) with
The Insider Trading Code has been formulated to regulate, have issued an un-modified opinion on the financial
Details of preferential allotment or qualified effect from September 5, 2023. The Members of the
monitor and ensure reporting of trading by the Designated statements for the Financial Year 2023‑24 of
institutional placement as specified under Regulation 32 Company, by way of a special resolution passed through
Persons and their immediate dependent relatives towards the Company.
(7A) of the SEBI Listing Regulations postal ballot on November 30, 2023, approved the
achieving compliance with the Regulations and is designed
appointment of Ms. Marilyn Jones as a Non—Executive • Separate posts of Chairman and Chief Executive Officer
to maintain the highest ethical standards of trading The Company has not raised funds through qualified
Independent Director. (CEO) ‑ The position of the Chairman and the Chief
in Securities of the Company by persons to whom it institutional placement during the year under review, except
Executive Officer (CEO) is bifurcated in the Company.
is applicable. from its employees under the ongoing ESOP plans. However, • The Company appointed Mr. Hiral Chandrana as the
the Company has also carried out a Preferential allotment Chief Executive Officer with effect from May 31, 2023. • Reporting of Internal Auditor ‑ The Internal Auditor
The Code lays down Guidelines, which advises them on
(for consideration other than cash) of 1,59,942 equity reports directly to the Audit Committee, attends the
procedures to be followed and disclosures to be made, while
shares at `2,382 per share to a select group of Compulsorily Management Discussion & Analysis Audit Committee meetings, and interacts directly with
dealing with securities of the Company and cautions them of
Convertible Preference Shares (CCPS) holders of Company’s Management Discussion & Analysis Section forms part of the the Audit Committee Members.
the consequences of violations.
Subsidiary i.e. Mastek Enterprise Solutions Private Limited Annual Report and is annexed elsewhere in this Report.
The Company has set forth procedures and implementation (Formerly known as Trans American Information Systems Website
of the Code for trading in the Company’s securities. PAN Private Limited) to buy out the third and final tranche of Details of non-compliance by the Company, penalties, The Company has its own functional website
based tracking mechanism for monitoring the trade in the 50,000 CCPS from them in cash and also issue of Company’s and strictures imposed on the Company by Stock www.mastek.com as required by the SEBI Listing
Company’s securities by the “Designated Persons” and their equity shares to some of them. Exchanges or SEBI or any statutory authority, on any Regulations, where information about the Company,
immediate dependent relatives has also been put in place to matter related to capital markets, during the last quarterly and Annual Audited Financial Results, Annual
ensure detection and taking appropriate action, in case of Total fees for all services paid to the Statutory Auditors 3 (three) years Reports, distribution of shareholding at the end of each
any violation / non‑compliance of the Company’s Prevention by the Company and its Subsidiaries for the Financial quarter, official press releases, and information required
The Company has complied with all requirements specified
of Insider Trading Code. Year 2023-24 to be disclosed under Regulations 30 and 46 of the SEBI
under the SEBI Listing Regulations as well as other
Directors and Senior Managerial Personnel of the Company Total fees paid by the Company and its Subsidiaries on a Regulations and guidelines of SEBI. No strictures or penalties Listing Regulations, etc. are regularly updated. All material
provide disclosure on an annual basis about the number of consolidated basis, to the Statutory Auditor viz. M/s. Walker have been imposed on the Company by the Stock Exchanges events / information relating to the Company that could
shares held by them along with their immediate dependent Chandiok & Co. LLP, Chartered Accountants, Firm or by the SEBI or by any statutory authority on any matters influence the market price of its securities or investment
relatives in the Company. Further, they also declare that Registration No. 001076N / N500013: related to capital markets during the last 3 (three) decisions are disclosed timely to the Stock Exchanges as per
they have not traded in the shares of the Company based years, except fines related to delayed compliances w.r.t. the Company’s Policy on the determination of materiality
Particulars Amount (J in lakhs)
on the UPSI and on buying / selling any number of shares, composition of the Board and Committees during part of the of events framed under the SEBI Listing Regulations. All
Audit Fees 65.00 disclosures under this policy are also displayed on the
have not entered into an opposite transaction i.e. sell / financial year under review.
Certifications and out of pocket expenses 15.00 Company’s website and hosted for a minimum period of 8
buy during the six months from the date of the erstwhile
transaction as per the provisions of the Code and guidelines Total 80.00 Compliance Report on Discretionary Requirements (eight) years and thereafter as per the Archival Policy of the
issued by SEBI. under Regulation 27(1) of SEBI Listing Regulations Company. The Policy on the determination of materiality
Disclosure in relation to recommendations made by any of events and Archival Policy of the Company is available
The Company ensures compliance with the provisions Among the adoption of Non‑Mandatory / Discretionary
Committee which was not accepted by the Board on the Company’s website and can be accessed through
of the Company’s Prevention of Insider Trading Code so requirements as per Part E of Schedule II to SEBI Listing
the web link https://www.mastek.com/wp-content/
as to manage, monitor, track and report the dealings in During the year under review, there were no such Regulations, the Company has complied with the following:
uploads/2022/07/Policy-on-Determination-of-Materiality-for-
equity shares of the Company by the designated insiders, recommendations made by any Committee of the Board,
• The Board ‑ As per para A of Part E of Schedule II of Disclosure-of-Events-or-Information_0-1.pdf
if any, during the trading window closure period or that were mandatorily required and not accepted by
the SEBI Listing Regulations, the Chairman has his own
without prior approvals. The Compliance Officer and the the Board. The Company actively communicates its Strategy and the
office. However, an office is made available for his use,
management conducted trainings and workshops with Developments of business to the financial markets. The Top
if required by him, during his visit to the Company for
the Designated Person(s) to create awareness on various Changes amongst Directors and KMP Executives of the Company along with Company’s investor
attending meetings.
aspects of the Prevention of Insider Trading Regulations, • Mr. Ashank Desai relinquished the role of Managing relations advisor, regularly meet the analysts every quarter
so that the internal controls are adequate and effective to Director with effect from March 31, 2023, and has been • Shareholders Rights ‑ Quarterly results are subjected to to brief the financial position, after the announcement of
ensure compliance. appointed as Chairman (Non ‑ Executive) with effect limited review by Statutory Auditors and are generally the same. The Press release, analysts / conference calls are
from April 1, 2023. published in the Financial Express (Mumbai English organised from time to time. Discussions in such meetings
The Audit Committee reviews cases of non‑compliances, if edition), Mumbai Lakshadeep (Mumbai Marathi edition) are always limited to information that is already in the
any, and makes necessary recommendations to the Board • Ms. Priti Rao, (Non‑Executive) Independent Director and Financial Express (Ahmedabad Gujarati edition) public domain.
/ Management w.r.t. action taken against such defaulters. submitted resignation from the Directorship of the having wide circulation. The Quarterly Unaudited
The said non‑compliances, if any, will be promptly intimated Company effective from May 1, 2023, stating that her Results along with the press releases are made available
to exchanges in the prescribed format. term is nearing its end and having assessed her position
 Mastek Limited About How We Building a Statutory Financial Shareholder
160 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 161

General Body Meetings Particulars Postal Ballot Notice 1 Postal Ballot Notice 2 Postal Ballot Notice 3
Votes Cast in Favour of FOR RESOLUTION-1 1,60,04,152 (97.1194%) 1, 96,98,874
a) Details of location, time, date, and special resolutions passed during the last 3 (three) years: Resolution 1,93,80,479 (92.4638%) (99.1638%)
FOR RESOLUTION-2
Financial Year Date Time Location Special Resolutions Passed
2,08,06,734 (99.2684%)
2022-23 September 21, 5.00 Through Video • Approval for payment of profit related commission to Non- Votes Cast against Resolution FOR RESOLUTION-1 4,61,131 (2.8006%) 1,66,102 (0.8362%)
2023 p.m. Conferencing (No. & %) 15,79,595 (7.5362%)
Deemed Location: executive Directors, including Independent Directors of
FOR RESOLUTION-2
Registered office the Company. 1,53,340 (0.7316%)
of the Company Date of Deemed Approval by April 28, 2023 November 30, 2023 January 13, 2024
2021-22 September 14, 5.00 Through Video • Approval to give authority to the Board to create mortgage Members
2022 p.m. Conferencing
and / or charge over the movable and immovable properties Scrutinizer details M/s. P. Mehta & Associates, Practicing Company Secretaries
Deemed Location:
Registered office of the Company upto `1,500 crores
of the Company The special resolutions as stated above have been passed with requisite majority.
• Approval to give authority to the Board to increase the
borrowing limits of the Company upto `1,500 crores. a.  etails of special resolution proposed to be conducted through postal ballot: None of the businesses proposed
D
2020‑21 September 28, 5.00 Through Video • Appointment of Mr. Ashank Desai (DIN: 00017767) as to be transacted at the ensuing AGM requires passing of a special resolution through postal ballot.
2021 p.m. Conferencing Managing Director designated as Vice‑Chairman & Managing
Deemed Location: 5. The results of the postal ballots along with the scrutiniser’s report was displayed at the registered office
Registered office Director of the Company. of the Company, hosted at the Company’s website at www.mastek.com and on the website of NSDL i.e.
of the Company www.evoting.nsdl.com and were be communicated to the Stock Exchanges.
• Consider payment of Remuneration to Mr. Ashank Desai (DIN:
00017767) as Managing Director designated as Vice‑Chairman
& Managing Director of the Company. Means of Communication with Members
Location / Mode Purpose
• Enabling resolution for payment of Remuneration to
Quarterly / Annual Quarterly / Half‑yearly / Annual results subject to Limited Review / Audit Report by Statutory Auditors are
Mr. S. Sandilya (DIN: 00037542), Chairman (Non‑Executive)
Results generally published in the Financial Express (in English) and Mumbai Lakshadeep (in Marathi) at Mumbai and
& Independent Director of the Company for the Financial in Financial Express, Ahmedabad (in Gujarati). These along with the Press Releases and Analyst Presentations
Year 2020‑21, which may exceed 50% of the total Annual are made available on the website of the Company at https://www.mastek.com/financial-information. No
Remuneration payable to all the Non‑Executive Directors of unpublished price-sensitive information or future financial projections are discussed in presentations made
to institutional investors and financial analysts.
the Company.
Website The Company’s website contains a separate dedicated section “Investors” where Members’ related
information is available. Besides mandatory documents required to be uploaded on the Company’s website
All the resolutions set out in the notices were passed with requisite majority by the Members of the Company.
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
b) Extra Ordinary General Meeting Filing with Stock The Company discloses to the Stock Exchanges, information required to be disclosed under Regulation 30
There was no Extra Ordinary General Meeting held during the Financial Year 2023‑24. Exchanges 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, Report on Corporate
c) Details of the Resolution passed through Postal ballot, the person who conducted the postal ballot exercise and Governance, quarterly and annual financial results, corporate announcements, etc. on the online portals of
details of the voting pattern: BSE Limited and National Stock Exchange of India Limited viz. https://listing.bseindia.com/home.htm and
neaps.nseindia.com/ NEWLISTINGCORP/ & digitalexchange.nseindia.com respectively within the time frame
During the year under review, the Company conducted 3 (three) Postal Ballots, the details of which are as follows;
prescribed in this regard.
Particulars Postal Ballot Notice 1 Postal Ballot Notice 2 Postal Ballot Notice 3 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
Special Resolution 1. To approve amendments to the Articles of 1. To appoint Ms. Marilyn 1. To Offer, Issue, Statements, Directors’ Report along with all the relevant documents, Auditor’s Report, Report on Corporate
Association of the Company with respect Jones (DIN: 10301799) as an and Allot Equity Governance, Risk Management, Financial Highlights, Management Discussion and Analysis, Business
to the appointment of Promoter Director. Independent Director of the Shares on a Responsibility and Sustainability Report, and other important information is circulated to all the Members.
2. To approve amendments to the Articles Company. Private Placement The Annual Report of the Company is also available on the Company’s website.
of Association of the Company as a Basis.
Annual Report is circulated to all the Members and all others like Shareholders, auditors, equity analysts,
consequence of the amendment of the
Banks etc.
Shareholders Agreement.
SEBI Complaints Investor complaints are processed at SEBI in a centralised web‑based complaints redress system. The salient
Postal Ballot Notice Date March 21, 2023 October 19, 2023 December 13, 2023 Redress System features of this system are centralised database of all complaints, online upload of Action Taken Reports
Cut off Date March 24, 2023 October 27, 2023 December 8, 2023 (SCORES) (ATRs) by concerned companies and online viewing by investors of actions taken on the complaints and their
current status.
Dispatch Date March 29, 2022 October 31, 2023 December 14, 2023
Interaction with • The Investor Relations team of the Company conducts regular meetings and conference calls of the
Date of Public Notice March 31, 2023 November 1, 2023 December 15, 2023 Institutional investors, Company Management with the institutional investors, analysts, etc.
Published in newspaper analysts, etc. • Quarterly / annual financial results and press releases are sent to all institutional investors, and analysts
Remote Voting Start Date March 30, 2023 November 1, 2023 December 15, 2023 who are registered in the Company database, to keep them abreast of all significant developments.
Remote Voting End Date April 28, 2023 November 30, 2023 January 13, 2024 • The investor presentations made to institutional investors or analysts are displayed on the Company’s
website.
Scrutinizer Report date/ April 29, 2023 December 1, 2023 January 14, 2024
Investor Relations ‑ The Company values transparent relationship with the Members, prospective investors, and the wider
Date of Announcement of
Our communication investment community. The Investor Relations (IR) team manages these relationships with high standards of
Result of Postal Ballot
with the Investor clarity and transparency. It proactively interacts with the investors through meetings, investor conference
No. of Valid Votes FOR RESOLUTION-1 1,64,65,283 1,98,64,976 Community calls, investor meets, conferences and mails.
2,09,60,074 Letters to Members Letters were sent to the Members as per records, for claiming unclaimed / unpaid dividend /
FOR RESOLUTION-2 dematerialisation of shares / updating PAN and Bank Account details, wherever required.
2,09,60,074 Designated E‑mail ID The Company has a designated E‑mail ID, namely [email protected] for the Members’
queries.
 Mastek Limited About How We Building a Statutory Financial Shareholder
162 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 163

General Shareholder Information BSE Limited National Stock Exchange of India Limited
Month and Year Volume (Total Volume (Total
a) Corporate Identification Number (CIN) L74140GJ1982PLC005215 High (J) Low (J)
Traded Quantity)
High (J) Low (J)
Traded Quantity)
of the Company
July 2023 2,254.40 1,900.50 3,00,632 2,254.90 1,899.60 43,88,832
b) International Securities Identification INE759A01021
Number (ISIN) August 2023 2,387.10 1,964.00 1,65,899 2,387.00 1,964.00 28,47,346
c) Registered Office 804 / 805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, September 2023 2,535.10 2,280.20 1,33,999 2,539.75 2,275.00 14,70,928
Ahmedabad ‑ 380 006, Gujarat. October 2023 2,477.10 2,105.95 1,14,653 2,478.05 2,103.05 13,24,310
d) Annual General Meeting November 2023 2,479.50 2,197.70 61,837 2,480.00 2,198.00 9,48,475
Date Time Venue Friday, September 20, 2024 at 5:00 p.m. IST December 2023 2,859.80 2,330.85 2,40,638 2,860.05 2,329.55 29,29,033
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 January 2024 3,066.10 2,617.00 1,75,257 3,069.90 2,615.10 29,39,202
AGM. For further details please refer to the Notice of the ensuing Annual General Meeting. February 2024 3,147.00 2,774.75 1,28,549 3,145.00 2,772.70 16,87,973
e) Dates of Book Closure Thursday, September 19, 2024 to Friday, September 20, 2024 (both days inclusive) March 2024 2,999.60 2,480.65 54,097 3,000.00 2,480.00 7,76,539
f) Financial Year and Tentative Calendar The Company follows April to March as the Financial Year
Financial reporting for the quarters (Tentative) Source: BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com)
June 30, 2024 July 18, 2024
Market Share Price and BSE Sensex Movement
September 30, 2024 On or before October 31, 2024 Mastek Share price and BSE Sensex Movement
December 31, 2024 On or before January 31, 2025
March 31, 2025 On or before April 30, 2025 220
g) Listing of Equity Shares on stock BSE Limited 200
exchanges in India at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai ‑ 400 001. 180
National Stock Exchange of India Limited 160
Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra‑Kurla Complex, Bandra (East), 140
Mumbai ‑ 400 051.
120
h) Scrip Code / Symbol BSE – 523704 100
NSE – MASTEK
80
i) Listing of Non-Convertible Debentures Not Applicable
60
on stock exchanges in India at
40
j) Debenture Trustee Not Applicable
20
k) ISIN for Debentures Not Applicable 0
l) Listing Fees to Stock Exchanges and The Company has paid the annual listing fees for the Financial Year 2024‑2025 to the Stock

Apr-23

May-23

Jun-23

Jul-23

Aug-23

Sep-23

Oct-23

Nov-23

Dec-23

Jan-24

Feb-24

Mar-24
Annual Custody Fees to Depositories Exchanges where the Company’s shares are listed. The Company has also paid the Annual
Custodial Fees for the Financial Year 2024‑25 to both the depositories namely National
Securities Depository Limited and Central Depository Services (India) Limited.
m) Capital Structure Mastek Sensex
(a) Authorised Capital Equity J20,75,00,000 (4,15,00,000 Equity shares of J5 each)
Preference J20,00,00,000 (20,00,000 Preference shares of J100 each)
(b) Issued, Subscribed, and Paid-up I15,42,21,555 (3,08,44,311 Equity Shares of J5 each) In case the Securities of the Company are suspended for listed companies to issue securities in demat mode
Capital from trading, the reasons thereof only while processing any investor service requests viz.
The Securities of the Company are not suspended from issue of duplicate share certificates, exchange / sub-
Distribution of Shareholding as on March 31, division / splitting / consolidation of securities, transmission
trading on the stock exchanges.
2024 2023 / transposition of securities. SEBI has clarified vide its
Range between
Shareholding No. of No. of Share Transfer System / Unclaimed Dividend and other Circular dated January 25, 2022, that listed entities / RTAs
% No. of shares % % No. of shares %
Shareholders Shareholders shall issue a “Letter of Confirmation” in lieu of the share
related matters
1 – 500 6,471 98.96 43,51,567 14.11 1,02,804 97.87 39,09,673 12.81 certificate while processing any of the investor service
501 – 1000 433 0.5 6,21,044 2.01 1,269 1.21 9,19,951 3.01 Share Transfer System request for issue of securities.
1001 – 5000 198 0.23 5,60,321 1.82 770 0.73 14,93,929 4.89 The Board has delegated the authority for approving The transfer requests are processed within 15 days of
5001 – 10000 77 0.09 3,80,528 1.23 90 0.09 6,24,990 2.05 transfer, transmission, dematerialisation of shares etc. to receipt of the documents, if documents are found in order.
10001 – above 204 0.23 2,49,30,851 80.83 110 0.10 2,35,76,284 77.24 the Stakeholders Relationship Committee. The Company Shares under objection are returned within 15 days. The
obtains an annual certificate from Practicing Company Board has delegated the authority for approving transfers,
Total 87,383 100.00 3,08,44,311 100.00 1,05,043 100.00 3,05,24,827 100.00
Secretaries as per the requirement of Regulation 40(9) transmissions, etc. of the Company’s shares in physical form
of SEBI Listing Regulations and the same is filed with the to the Stakeholders Relationship Committee. The minutes of
Market Price Data (Fully Paid-up Equity Shares)
Stock Exchanges and also available on the website of Stakeholders Relationship Committee are placed before the
BSE Limited National Stock Exchange of India Limited the Company. Board at the subsequent Board meeting.
Month and Year Volume (Total Volume (Total
High (J) Low (J) High (J) Low (J)
Traded Quantity) Traded Quantity) In terms of amended Regulation 40 of Listing Regulations
w.e.f. April 1, 2019, transfer of securities in physical form Simplified Norms for processing Investor Service Request
April 2023 1,825.00 1,526.00 2,64,673 1,825.00 1,525.00 75,25,861
May 2023 2,069.75 1,711.00 2,24,581 2,064.95 1,711.00 39,70,562 shall not be processed unless the securities are held in the SEBI has made it mandatory for holders of physical
demat mode with a Depository Participant. Further, with securities to furnish PAN, contact details, bank details,
June 2023 2,116.45 1,891.00 1,32,496 2,114.90 1,890.00 14,55,093
effect from January 24, 2022, SEBI has made it mandatory specimen signature, KYC and Nomination details to avail any
investor service.
 Mastek Limited About How We Building a Statutory Financial Shareholder
164 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 165

The concerned Members are therefore urged to furnish above details by submitting the prescribed forms duly filled by at its Registered Office in an envelope marked ‘Claim Reconciliation of Share Capital Audit
e‑mail from their registered email id to einward.ris@ kfintech.com or by sending a physical copy of the prescribed forms for a refund from IEPF Authority / Claim for shares from As required under Regulation 76 of the SEBI (Depositories
duly filled and signed by the registered holders to the following address: IEPF’ as the case may be. Kindly note that submission of and Participants) Regulation, 1996 as amended, quarterly
documents to the Company is necessary to initiate the audit of the Company’s share capital is being carried out
Name of the RTA KFIN Technologies Limited refund process. by Independent Company Secretary in Practice with a view
Address Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally, to reconcile the total Share capital admitted with National
• Form IEPF-5 completed in all respects will be verified by
Hyderabad, Rangareddy, Telangana India - 500 032.
the Company and on the basis of Company’s Verification Securities Depository Limited (NSDL) and Central Depository
Email ID [email protected] Services (India) Limited (CDSL) and held in physical form,
Report, refund will be released by the IEPF Authority
Toll Free 1800 309 4001 in favour of claimants’ Aadhaar linked bank account with the issued and listed capital. The Certificate in regard
WhatsApp Number (91) 910 009 4099 through electronic transfer and / or the shares shall be to the same has been submitted to BSE Limited and the
KPRISM https://kprism.kfintech.com credited to the Demat account of the claimant, as the National Stock Exchange of India Limited and is also placed
case may be. before the Board of Directors.
KFIN Corporate Website Link https://www.kfintech.com
Corporate Registry (RIS) https://ris.kfintech.com The Nodal Officer of the Company for the IEPF refunds
Website Link Payment of Dividend through Automated Clearing House
process is Mr. Dinesh Kalani, Sr. Vice President – Group
Investor Support Centre Link https://ris.kfintech.com/clientservices/isc The Company provides the facility for direct credit of the
Company Secretary, and the e-mail id of the Nodal Officer is
dividend to the Members’ Bank Account. The SEBI Listing
[email protected].
Nomination facility for Members For more details please refer the FAQs section which forms Regulations also mandate Companies to credit the dividend
part of this Annual Report. The List of concerned shares already transferred to demat to the Members electronically. Members are therefore
As per the provisions of the Act, facility for making
account of the IEPF Authority is also available on the urged to avail of this facility to ensure safe and speedy
Nomination is available for the Members in respect of shares
Details of Unpaid / Unclaimed Dividend website of the Company at weblink https://www.mastek. credit of their dividend into their Bank account through the
held by them. Members holding shares in physical form may
com/investors/ E‑mail reminders will be sent to the Banks’ “Automated Clearing House” mode. Members who
obtain Nomination form, from the RTA of the Company. The following table provides dates on which unpaid /
Members who have not claimed their dividends and whose hold shares in Demat mode should inform their Depository
Members holding shares in dematerialised form should unclaimed dividend and the corresponding eligible shares
shares are due to be transferred to IEPF in accordance with Participant, whereas Members holding shares in physical
contact their Depository Participants (DP) in this regard. would become liable to be transferred to the IEPF Authority
provisions of the Act and IEPF Rules made thereunder. In form should inform the Company / RTA about their core
for Member’s information.
case the Members have any queries on the subject matter banking account details allotted to them by their bankers.
and the Rules, they may contact the Company’s RTA. In cases where the core banking details are not available
Particulars / Financial year Date of Declaration Date of Payment (for information only) Tentative dates for transfer to IEPF Authority with the Company, then the Company will issue a demand
Final Dividend 2016‑17 June 22, 2017 July 10, 2017 July 28, 2024
Disclosures with respect to Demat Suspense Account / draft mentioning the registered address / bank details to
Unclaimed Suspense Account the concerned Members. Any further processing of unpaid
Interim Dividend 2017‑18 October 26, 2017 November 15, 2017 December 01, 2024
The Company does not have any demat Suspense Account, dividend amount will be credited in electronic mode only,
Final Dividend 2017‑18 July 19, 2018 July 31, 2018 August 24, 2025
therefore as on March 31, 2024, there are no outstanding after updating the necessary bank details of the Member.
Interim Dividend 2018‑19 October 25, 2018 November 15, 2018 November 30, 2025
shares credited / lying in the demat suspense account /
Final Dividend 2018‑19 July 23, 2019 July 30, 2019 August 28, 2026 unclaimed suspense account. Green Initiatives for sending a communication
1st Interim Dividend 2019‑20 October 17, 2019 October 31, 2019 November 22, 2026 The Company sent a communication through Annual Report
2nd Interim Dividend 2019‑20 March 17, 2020 March 30, 2020 April 22, 2027 Pending Investor Grievances to all the Members requesting them to give their e‑mail
Interim Dividend 2020‑21 October 29, 2020 November 24, 2020 December 04, 2027 Any Member / Investor, whose grievance has not ID’s to the Company / RTA (for physical shares held) and
Final Dividend 2020‑21 September 28, 2021 October 16, 2021 November 2, 2028 been resolved satisfactorily, may kindly write to the their Depository Participants (DPs), so that Annual report
Company Secretary at the Registered (or email at and other communications can be sent electronically to all
Interim Dividend 2021‑22 January 19, 2022 February 15, 2022 February 23, 2029
investor_ [email protected]) with a copy of the the Members, who have so far not informed the E‑mail ID’s
Final Dividend 2021-22 September 14, 2022 September 29, 2022 October 19, 2029
earlier correspondences and relevant supporting’s for to their DP’s, are requested to do the same in the interest
Interim Dividend 2022-23 January 17, 2023 February 15, 2023 February 21, 2030 of environment.
quick resolution.
Final Dividend 2022-23 September 21, 2023 October 5, 2023 October 26, 2030
Interim Dividend 2023-24 January 18, 2024 February 8, 2024 February 22, 2031

Guidelines for Investors to file claim in respect of the the web-based form IEPF-5 for the refund of dividend / Shareholding Pattern as on March 31
unclaimed dividend or shares transferred to the IEPF shares. Read the instructions provided on the website /
Sr. 2024 2023
Pursuant to the provisions of Sections 124 and 125 of the Act instruction kit carefully before filling the form. No.
Category
No. of Shares % of Holding No. of Shares % of Holding
and the Investor Education and Protection Fund Authority • Submit the duly filled form by following the instructions 1 Promoters* 1,11,84,775 36.26 1,12,18,275 36.75
(Accounting, Audit, Transfer and Refund) Rules, 2016, and given on the website. On successful uploading, an 2 Financial Institutions / Mutual Funds / NBFC / Trusts & Banks 21,95,391 7.11 14,87,799 4.87
amendments made thereunder all the concerned shares in acknowledgement will be generated indicating the SRN. 3 FII’s 44,42,212 14.4 40,11,249 13.14
respect of which dividend had not been claimed or remained 4 Bodies Corporate (Indian / Overseas) 8,45,811 2.75 6,50,082 2.13
Please note down the SRN details for future tracking of
unpaid for 7 (seven) consecutive years or more had been 5 Resident Individuals / HUF 96,07,550 31.1 1,06,74,080 34.97
the form.
transferred by the Company to the Investor Education and 6 NRIs / Foreign Nationals 24,96,147 8.15 24,08,442 7.89
Protection Fund Authority (“IEPF Authority”) in their Demat • Take a print out of the duly filled Form No. IEPF-5 and 7 Investor Education and Protection Fund Authority (IEPF) 72,425 0.23 74,900 0.25
Account. Members are advised to follow the procedures / Total 3,08,44,311 100 3,05,24,827 100
• the acknowledgement issued after uploading the form.
guidelines stated as follows to claim the dividend and share
from the IEPF Authority: • Submit an indemnity bond in an original, copy of the
acknowledgement and self‑attested copy of the Form,
• Login to the website of MCA at https://www.mca.gov.in/ along with other documents as mentioned in the Form
content/mca/global/en/home.html and click on ‘Investor No. IEPF-5 to the Nodal Officer (IEPF) of the Company
Relations’ tab under ‘MCA Services’ section for filing
 Mastek Limited About How We Building a Statutory Financial Shareholder
166 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 167

Dematerialisation of Shares Particulars / Financial Year No. of shares of Face value

2002‑03 1,44,882 shares of J5 each
Details of Shares held in Physical & Electronic Mode Buy‑Back and Extinguishment of shares in Financial Year 2003‑04 3,00,898 shares of J5 each
The Company has established connectivity with Central Depository Services (India) Limited and National Securities Issued under Employees’ Stock Option Plans in Financial Year 2003‑04 66,913 shares of J5 each
Depository Limited for dematerialisation of shares and the same are available in electronic segment under ISIN: Buy‑Back and Extinguishment of shares in Financial Year 2004‑05 98,950 shares of J5 each
INE759A01021. Equity Shares representing about 99.68% of total equity share capital are dematerialised as on March Issued under Employees’ Stock Option Plans in Financial Years 2004‑05 88,412 shares of J5 each
31, 2024. Bonus Shares were issued in April 2006 (1:1) 1,40,54,594 shares of J5 each
Issued under Employees’ Stock Option Plans in Financial Years
Status of Shares - Physical versus Electronic mode 2005‑06
As on 2,13,642 shares of J5 each
Physical Electronic Total 2006‑07 3,26,547 shares of J5 each
March 31, 2024 87,023 (0.28%) 3,07,57,288 (99.72%)* 3,08,44,311 2007‑08 76,115 shares of J5 each
March 31, 2023 96,809 (0.32%) 3,04,28,018 (99.68%) 3,05,24,827 Buy‑Back and Extinguishment of shares in Financial Year 2007‑08 9,15,714 shares of J5 each
Issued under Employees’ Stock Option Plans in Financial Year 2008‑09 19,293 shares of J5 each
*During this quarter ended March 2024, the Company allotted 1,59,942 and 9,710 equity shares under preferential Buy‑Back and Extinguishment of shares in Financial Year 2008‑09 7,44,381 shares of J5 each
allotment and ESOP on February 19, 2024 and March 10, 2024 respectively. However, listing of the said shares was pending Issued under Employees’ Stock Option Plans in Financial Years
as on March 31, 2024 and were listed/traded on the stock exchanges with effect from April 1, 2024 and April 4, 2024 2009‑10 44,443 shares of J5 each
respectively. The said shares were credited to demat account of the shareholders on said dates. 2010‑11 7,250 shares of J5 each
SEBI vide its Circular No. SEBI/LAD‑NRO/GN/2018/24 dated June 8, 2018, amended Regulation 40 of the SEBI Listing 2011‑12 75,000 shares of J5 each
Regulations pursuant to which after April 1, 2019, transfer of securities cannot be processed unless the securities are held Buy‑Back and Extinguishment of shares in Financial Year 2012‑13 23,88,000 shares of J5 each
in the dematerialised form with a depository. Issued under Employees’ Stock Option Plans in Financial Year 2013‑14 6,500 shares of J5 each
Buy‑Back and Extinguishment of shares in Financial Year 2013‑14 24,84,007 shares of J5 each
List of Members (other than Promoters) holding more than 1% shareholding as of March 31, 2024: Issued under Employees’ Stock Option Plans in Financial Years
Sr. No. Name of the Members No. of Shares % of Holding
2014‑15 3,85,992 shares of J5 each
1. Smallcap World Fund, Inc. 24,48,446 7.94 2015‑16 4,50,602 shares of J5 each
2. Umang Nahata 16,99,218 5.51 2016‑17 3,80,259 shares of J5 each
3. Ummed Nahata 13,17,225 4.27 2017‑18 3,14,523 shares of J5 each
4. Rakesh Raman 12,26,813 3.98 2018‑19 2,80,747 shares of J5 each
5. Abakkus Growth Fund‑1 4,93,521 1.60 2019‑20 3,16,669 shares of J5 each
6. Abakkus Emerging Opportunities Fund‑1 4,74,804 1,54 2020‑21 9,43,417 shares of J5 each
7. ICICI Prudential Mid Cap Fund 3,26,084 1.06 2021‑22 2,95,083 shares of J5 each
Issued under Scheme of Arrangement Financial Year 2021‑22 42,35,294 Shares of J5 each
Outstanding GDRs / ADRs / Warrants or any Convertible Instruments Issued under Preferential Allotment Financial Year 2021‑22 2,54,755 shares of J5 each
There are no outstanding GDRs / ADRs / Warrants except the Stock Options granted to the Employees of the Company Issued under Employees’ Stock Option Plans in Financial Year 2022-23 1,86,054 shares of J5 each
and its Subsidiaries. However, the outstanding ESOP Options after vesting, when exercised, shall increase the Equity Issued under Preferential Allotment Financial Year 2022‑23 3,20,752 shares of J5 each
Share Capital of the Company to that extent. Issued under Preferential Allotment Financial Year 2023‑24 1,59,942 shares of J5 each
Issued under Employees’ Stock Option Plans in Financial Year 2023-24 1,59,542 shares of J5 each
Development Centres
In view of the nature of the Company’s business viz. Information Technology (IT) Services, the Company operates from Investor Information
various offices in India and abroad. The full address of the Company’s centres / offices is available elsewhere in the
Annual Report. Company Overview
Mastek (NSE: MASTEK; BSE: 523704), is an enterprise digital and cloud transformation partner that engineers excellence
Commodity Price Risk or Foreign Exchange Risk and Hedging Activities for customers in industries such as healthcare and life sciences, retail & consumer, manufacturing, financial services, and
The Company is exposed to foreign exchange risk on account of import and export transactions entered. The Company public sector across 40 countries, including the UK, US, Europe, Middle East, and Asia Pacific. Mastek helps enterprises
is proactively mitigating these risks by entering into commensurate hedging transactions with banks as per applicable decomplexify digital and delivers business outcomes with trust, value, and velocity across the spectrum of services including
guidelines and group risk management instructions. Please refer to notes to the Financial Statements in this regard. digital experience & engineering, cloud implementations, data, automation & AI, and cloud managed services. A preferred
The Company does not have any hedged exposure through Commodity derivatives. The Company does not deal in Oracle, Salesforce, Microsoft, AWS and Snowflake partner, Mastek has around 6000 employees and delivers right-fit solutions
commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018, is not required to be given for to both medium businesses and global Fortune 1000 clients.
commodity hedging activities. For more information and past results & conference calls / audio recordings / transcripts, please visit the web site of the
Company at www.mastek.com.
History of Issue of Equity Shares
Particulars / Financial Year No. of shares of Face value
Compliance Officer of the Company / Address for Correspondence
Prior to the Initial Public offer 23,97,000 shares of J10 each
Initial Public Offer in December 1992 6,03,000 shares of J10 each Name Dinesh Kalani, Sr. Vice President – Group Company Secretary
Issued under Employees’ Stock Option Plan till 1995 56,640 shares of J10 each Address for correspondence Mastek Limited, #106/107, SDF‑IV, SEEPZ, Andheri (East), Mumbai ‑ 400 096
Second Public Offer in March 1996 4,00,000 shares of J10 each Phone No: + 91‑22‑6722‑4200
Bonus Shares were issued in January 2000 (1:1) 34,56,640 shares of J10 each E‑mail [email protected]
Adjusted the above in view of the Sub‑Division of shares of J10 each into two shares of J5 each in 2001. 1,38,26,560 shares of J5 each
Issued under Employees’ Stock Option Plans in Financial Years
2000‑01 57,083 shares of J5 each
2001‑02 85,396 shares of J5 each
 Mastek Limited About How We Building a Statutory Financial Shareholder
168 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 169

“Annexure A” to Report on Corporate Governance “Annexure B” to Report on Corporate Governance

Declaration regarding Compliance with the Code of Conduct of the Company by Board of Directors and Chief Executive Officer and Global Chief Financial Officer Certification
Senior Managerial Personnel

We the undersigned, in our respective capacities as Chief Executive Officer and Global Chief Financial Officer of Mastek
To the Members of Mastek Limited, 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, 2024, and
to the best of our knowledge and belief, we state that:
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 a) these statements do not contain any materially untrue statement or omit any material fact or contain statements
Conduct is made applicable, I declare that the Board of Directors and Senior Managerial Personnel have affirmed compliance that might be misleading;
with the Code of Conduct of the Company for the Financial Year ended March 31, 2024.
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.

Yours faithfully, 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
Ashank Desai
Code of Conduct as adopted by the Company.
Chairman
(DIN: 00017767) 4. We are responsible for establishing and maintaining Internal Controls for financial reporting and that we have evaluated
Date: July 18, 2024 the effectiveness of Internal Control Systems of the Company pertaining to financial reporting of the Company and
Place: Mumbai 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,

Hiral Chandrana Arun Agarwal

Chief Executive Officer Global Chief Financial Officer

Date: July 18, 2024

Place: Mumbai
 Mastek Limited About How We Building a Statutory Financial Shareholder
170 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 171

“Annexure C” to Report on Corporate Governance “Annexure D” to Report on Corporate Governance

Certificate On Corporate Governance Certificate of Non-Disqualification of Directors

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members
To,
Mastek Limited.
The Members of
804/805 President House,
Mastek Limited
Opp C N Vidyalaya,
804/805 President House,
Nr Ambawadi Circle,
Opp. C N Vidyalaya, Near Ambawadi Circle,
Ahmedabad, Gujarat-380006.
Ahmedabad, Gujarat - 380 006.
I have examined the compliance of conditions of Corporate Governance by Mastek Limited (‘the Company’), for the financial
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Mastek
year ended March 31, 2024 as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46
Limited having CIN L74140GJ1982PLC005215 and having Registered Office at 804/805 President House, Opp. C N
and Para C, D, and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended
Vidyalaya, Near Ambawadi Circle, Ahmedabad, Gujarat - 380006 (hereinafter referred to as ‘the Company’), produced
from time to time.
before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with
Compliance of the conditions of Corporate Governance is the responsibility of the Management of the Company including Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
the preparation and maintenance of all relevant supporting records and documents. My examination was limited to the Requirements) Regulations, 2015.
procedure and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate
In my opinion and to the best of my information and according to the verifications including Directors Identification
Governance. It is neither an audit nor an expression of the opinion on the financial statements of the Company.
Number (DIN) status at the portal (www.mca.gov.in) as considered necessary and explanations furnished to me by the
In my opinion and to the best of my information and according to the explanations given to me, and representations Company & its Officers, I hereby certify that none of the Directors on the Board of the Company as stated below for
made by the Directors and the Management, I certify that the Company, to the extent applicable, has complied with the Financial Year ended on March 31, 2024 have been debarred or disqualified from being appointed or continuing as
the conditions of Corporate Governance as stipulated and is generally in compliance with the conditions of Corporate Director of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other
Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D, and Statutory Authority.
E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
Sr. No. Name of Director DIN *Initial Date of Appointment in the Company
I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or 1 Ashank Desai 00017767 06/06/1982
effectiveness with which the Management has conducted the affairs of the Company. 2 Rajeev Kumar Grover 00058165 28/01/2020
3 Ketan Mehta 00129188 29/12/2020
4 Suresh Vaswani 02176528 11/12/2022
For P Mehta & Associates
Practicing Company Secretaries 5 Umang Tejkaran Nahata 00323145 19/07/2023
6 Marilyn Frances Jones 10301799 05/09/2023
Prashant S Mehta
*As per the Ministry of Corporate Affairs (MCA) Portal.
(Proprietor)
ACS No. 5814 Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the
CP.No. 17341 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
Date: June 24, 2024
which the management has conducted the affairs of the Company.
Place: Mumbai

UDIN: A005814F000606964
For P Mehta & Associates
PR No.: 2354/2022
Practicing Company Secretaries

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

Date: June 24, 2024

Place: Mumbai

UDIN: A005814F000606997
PR No.: 2354/2022

× × × × × × × × × × × ×
 Mastek Limited About How We Building a Statutory Financial Shareholder
172 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 173

Business Responsibility and Sustainability Report 19. Markets served by the entity:
a. Number of locations
Locations Number

Section A — General Disclosures National (No. of states) 5 (Five)

International (No. of countries) 15 (Fifteen)*
I. Details of the listed entity
*International markets served by the entity include countries in which business is done through its subsidiaries.
1 Corporate Identity Number L74140GJ1982PLC005215
2 Name of the Listed Entity Mastek Limited b. What is the contribution of exports as a percentage of the total turnover of the entity?
3 Year of Incorporation 1982 FY’24: 95.3%
4 Registered Office Address 804 / 805 President House, Opposite C. N. Vidyalaya, Near Ambawadi Circle,
Ahmedabad – 380006, Gujarat. c. A brief on types of Customers

5 Corporate Address #106, SDF IV, Seepz, Andheri (East), Mumbai ‑ 400 096, India. • Private entities
6 Email Id [email protected] • Public entities
7 Telephone 022‑ 6722 4200
IV. Employees
8 Website www.mastek.com
20. Details as at the end of the Financial Year:
9 Financial Year for which reporting is being 2023‑24
done a. Employee & Workers (including differently abled)
10 Name of the Stock Exchange(s) where shares BSE Limited and National Stock Exchange of India Limited Male Female
Particulars Total (A)
are listed No. (B) % (B/A) No. (C) % (C/A)

11 Paid-up Capital (`) 15,42,21,555 Employees

12 Name and contact details (telephone, email Mr. Vimal Dangri Permanent (D) 1,315 841 64% 474 36%
address) of the person who may be contacted Chief Legal & Compliance Officer Other than Permanent (E) 27 19 70% 8 30%
in case of any queries on the BRSR report [email protected]
Total (D+E) 1,342 860 64% 482 36%
13 Reporting boundary - Are the disclosures Standalone Basis Workers
under this report made on a standalone basis
Permanent (F) Nil Nil NA Nil NA
(i.e., only for the entity) or on a consolidated
basis (i.e., for the entity and all the entities Other than Permanent (G) 53 47 89% 6 11%
which form a part of its consolidated financial Total (F+G) 53 47 89% 6 11%
statements, taken together).
14 Name of assurance provider We have not obtained such assurance, as we do not fall under the b. Differently abled Employees and Workers
“Mandatory” category.
Male Female
15 Type of assurance obtained We have not obtained such assurance, as we do not fall under the Particulars Total (A)
“Mandatory” category. No. (B) % (B/A) No. (C) % (C/A)

Employees

II. Products / Services Permanent (D) 6 6 100% Nil NA

Other than Permanent (E) Nil Nil NA Nil NA
16. Details of business activities (accounting for 90% of the turnover)
Total (D+E) 6 6 100% Nil NA
Sr.
Description of Main Activity Description of Business Activity % of Turnover of the Entity Workers
No.

1 Information and Technology Software application development and maintenance, 100% Permanent (F) Nil Nil NA Nil NA
IT consulting and related activities Other than Permanent (G) Nil Nil NA Nil NA
Total (F+G) Nil Nil NA Nil NA
17. Products / Services sold by the entity (accounting for 90% of the entity’s Turnover)
Sr.
Numbers mentioned above are based on voluntary disclosures by employees.
Product service NIC code % of total Turnover contributed
No.

1 Computer Programming, consultancy 62020 100%

21. Participation/Inclusion/Representation of women
and related activities
No. of Females
Particulars Total (A)
No. (B) % (B/A)
III. Operations
Board of Directors 6 1 16.67%
18. Number of locations where plants and/or operations/offices of the entity are situated
Key Managerial Personnel 3 Nil NA
Location Number of Plants Number of Offices* Total

National 9 9 Key Managerial Personnel (KMP) includes Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Company Secretary (CS).
Not Applicable
International 23 23
*National / International Operations are carried out by the Company through its subsidiaries. Details of our office locations (national and
international) can be accessed here - https://www.mastek.com/contact-us/
 Mastek Limited About How We Building a Statutory Financial Shareholder
174 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 175

22. Turnover rate for permanent employees and workers VII. Transparency and Disclosure Compliances
(Disclosure of trends for the past 3 years) 25. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible
2023- 24 2022-23 2021-22
Business Conduct:
Particulars/Financial Year
Male Female Total Male Female Total Male Female Total Current Financial Year Previous Financial Year

Permanent employees 26.4% 25.7% 26.17% 23.2% 19.4% 21.9% 13.0% 10.4% 12.0% Number of Number of
Stakeholder group Grievance Redressal complaints complaints
from whom the Mechanism in Place (Yes/ Number of Number of
Permanent workers Nil Nil Nil 3.0% 1.3% 2.4% Nil Nil Nil pending pending
complaint is received No) (If yes, then provide web link complaints complaints
resolution at Remarks# resolution at Remarks#
for grievance redress policy) filed during filed during
close of the close of the
the year the year
Turnover rate for permonent employees includes voluntary turnover. year year

Communities Nil Nil ‑ Nil Nil ‑

V. Holding, Subsidiary, and Associate Companies (including Joint Ventures) Investors (other Nil Nil ‑ Nil Nil ‑
23. Names of subsidiary / associate companies than shareholders)
Shareholders* *During FY24, we received 2 complaints from shareholders, while during FY23, we
Does the entity The Company has a strong
indicated at column A, received 5 complaints. All complaints were resolved. Refer to Corporate Governance
Indicate whether holding Whistle Blower Policy in place
S. Name of the holding / subsidiary / associate companies / joint % of shares held-Directly/ participate in the Business section of Annual Report.
No. ventures (A)
/ subsidiary / associate
indirectly Responsibility initiatives
and the same is available at
companies / joint ventures Value Chain Whistle Blower Policy https:// Nil Nil ‑ Nil Nil ‑
of the listed entity? (Yes/
No) Partner www.mastek.com/wp-content/
uploads/2022/07/Group-
1 Mastek Enterprise Solutions Private Limited Subsidiary 100.00% Yes Employees and Nil Nil ‑ Nil Nil ‑
Whistle-Blower-Policy.pdf
workers
2 Mastek (UK) limited Subsidiary 100.00% Yes
Customers Nil Nil ‑ Nil Nil ‑
3 Mastek Inc Subsidiary 100.00% Yes
Other – please Nil Nil ‑ Nil Nil ‑
4 Trans American Information Systems Inc Subsidiary 100.00% No
specify
5 Mastek Arabia FZ-LLC Subsidiary 100.00% Yes
# All stakeholders of the Company are encouraged to report either orally or in writing to the Whistle Blower Administrator, Improper Activities
6 Mastek Digital Inc Subsidiary 100.00% No by departments or Employee(s) affecting the business or reputation of the Company, along with evidence(s) of such activities.
7 Mastek Arabia Systems Egypt LLC Subsidiary 100.00% Yes
8 Evolutionary Systems Consultancy LLC Subsidiary 49.00% Yes During FY24, we received a total of 130 other requests from shareholders. All the requests were resolved.

9 Mastek Systems Bahrain WLL Subsidiary 100.00% Yes

10 Evosys Kuwait WILL Subsidiary 49.00% Yes 26. Overview of the entity’s material responsible business conduct issues.
11 Evolutionary Systems Saudi LLC Subsidiary 100.00% Yes (Please indicate material responsible business conduct and sustainability issues pertaining to environmental and
12 Mastek Systems Pty. Ltd. Subsidiary 100.00% Yes social matters that present a risk or an opportunity to your business, rationale for identifying the same, and
13 Mastek Systems (Malaysia) SDN BHD Subsidiary 100.00% No approach to adapt or mitigate the risk along with its financial implications)
14 Newbury Cloud Inc Subsidiary 100.00% No Indicate
Sr. Material issue whether risk Rationale for identifying the risk / In case of risk, approach to adapt or Financial implications of the
15 Mastek Systems B.V. Subsidiary 100.00% Yes No. identified or opportunity opportunity mitigate risk or opportunity
(R/O)
16 Evolutionary Systems Qatar WLL Subsidiary 49.00% Yes
1 Aged Building Risk Few identified offices of the Company is limiting and/ or reducing Negative implications
17 Mastek Systems (Singapore) Pte. Ltd. Subsidiary 100.00% No
Company are situated in buildings the risk probability by continuing as any single event may
18 Mastek Systems Company Ltd. Subsidiary 100.00% Yes that are more than 30 years old analysing unsafe areas within the cause serious injury to an
19 Evolutionary Systems Corp. Subsidiary 100.00% Yes posing health and safety risk building, monitoring the movement individual.
to employees and third parties of material and individuals,
20 Evolutionary Systems Canada Limited Subsidiary 100.00% No visiting these offices. institutionalising multiple exit paths,
21 Meta Soft Tech Systems Private Limited* Subsidiary 100.00% Yes and enabling effective response
strategy in case of a mishap. Company
22 MetasoftTech Solutions LLC Subsidiary 100.00% Yes is in constant touch with building
23 Biz Analytica LLC Subsidiary 100.00% Yes owner who is a Government authority
to carry out structural repairs and
* Meta Soft Tech Systems Private Limited was amalgamated with Mastek Limited, effective May 31, 2024 in times of order of the Hon’ble National maintenance
Company Law Tribunal, Ahmedabad Bench pronounced on May 17, 2024. work in the building.
2 Skill Risk, Growing market with newer Company continues to evolve ways Positive as a broader
VI. CSR Details availability Opportunity business models require specific to engage and cross‑skill or upskill talent pool can be
and retention skills with lesser lead time. This individuals in emerging technologies tapped. Negative owing
gets further challenging as the and skills that are in demand or may to increase in choices
24. Whether CSR is applicable as per section 135: Yes organisations are adopting remote potentially come in demand given the available to an individual
Turnover (`) 3,72,66,63,289 or hybrid ways of working. At the evolving business models and customer in the market.
same time, this is an opportunity needs. Company understands the
Net-worth (`) 8,38,52,65,589 to source talent from newer needs of newer generation and strives
locations not tried before, to offer a work culture that excites
opening up a much wider talent and provides greater autonomy and
landscape. empowerment. For more details,
please read ‘Unlocking our People
Value’ in Management’s Discussion and
Analysis Report.
 Mastek Limited About How We Building a Statutory Financial Shareholder
176 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 177

Indicate Section B — Management and Process Disclosures

Sr. Material issue whether risk Rationale for identifying the risk / In case of risk, approach to adapt or Financial implications of the
No. identified or opportunity opportunity mitigate risk or opportunity This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting
(R/O)
the NGRBC Principles and Core Elements.
3 Cyber Security Risk, After pandemic, all industries Company continues to maintain Positive implications as
and Privacy Opportunity and markets were forced to systems processes that reduce the strong cyber security The National Guidelines for Responsible Business Conduct (NGRBC) as prescribed by the Ministry of Corporate Affairs
incidents adopt and allow their workforce probability of a threat occurring and privacy framework advocates nine principles referred to as P1‑P9 as given below:
to work remotely, which expose by applying Zero Trust Security instils confidence/ trust
the Company, its network and framework. We have been attested in our clients. Negative
P1 Businesses should conduct and govern themselves with integrity in a manner that is ethical, transparent, and accountable
systems, to the risk of cyber to ISO 27001 by an independent firm implications in case of an
security threats. and are compliant with SSAE 18 SOC unauthorized breach. P2 Businesses should provide goods and services in a manner that is sustainable and safe
1 and SOC 2. These systems and P3 Businesses should respect and promote the well‑being of all employees, including those in their value chains
processes are monitored internally and
externally and benchmarked against P4 Businesses should respect the interests of and be responsive towards all its stakeholders
best industry practices. As per the P5 Businesses should respect and promote human rights
General Data Protection Regulation,
its not mandatory to appoint a Data P6 Businesses should respect, protect and make efforts to restore the environment
Protection Officer (DPO) for our size P7 Businesses when engaging in influencing public and regulatory policy should do so in a manner that is responsible and Transparent
of business, however, Company still
P8 Businesses should promote inclusive growth and equitable development
appointed a DPO in 2020 itself to
ensure data privacy remains our key P9 Businesses should engage with and provide value to their consumers in a responsible manner
priority. Company is conscious of its
obligations both as a controller and Sr.
processor of data. Disclosure Question P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
4 Energy and Risk, 1. Energy consumption often Effective management of energy Positive implications if 1 Policy and management processes Yes Yes Yes Yes Yes Yes No Yes Yes
emissions Opportunity represents a significant portion usage can lead to cost savings we are able to meet our a. Whether your entity’s policy / policies
management of operational expenses. through efficiency improvements carbon reduction and cover each principle and its core
2. Governments worldwide and the adoption of renewable net-zero targets as it elements of the NGRBCs. (Yes / No)
are implementing stricter energy sources. We are in process will drive us towards the
b. Has the policy been approved by the Yes Yes Yes Yes Yes Yes No Yes Yes
regulations to reduce of transitioning to renewable energy sustainable practices for
Board? (Yes / No)
greenhouse gas emissions and sources and implementing energy- long-term savings.
combat climate change. efficient technologies. Our business is c. Web Link of the Policies, if available https://www.mastek.com/investors/corporate‑governance/
constantly aware to remain complied 2 Whether the entity has translated the Yes Yes Yes Yes Yes Yes No Yes Yes
3. Consumers, investors, and with all applicable regulations to avoid
other stakeholders increasingly policy into procedures. (Yes / No)
penalties and maintain our social
prioritize sustainability. Our license to operate. One of the goals 3 Do the enlisted policies extend to your Yes Yes Yes Yes Yes Yes No Yes Yes
organization should be able to is to reduce our carbon footprint value chain partners? (Yes / No)
demonstrate a commitment and environmental impact from our
to reducing our carbon 4 Name of the national and international ISO 9001 and OHSAS 18001:2007, ISO 14001, ISO 27001, ISO 45001, ISO 20000, Zero
operations. We have adopted different codes / certifications / labels / standards Trust Security Framework, SSAE 18 SOC 1 and SOC 2, CSR disclosures pursuant
footprint and environmental targets to be able to bring in net-
impact which can enhance our (e.g., Forest Stewardship Council, Fairtrade, to Section 135 of the Companies Act, 2013 read with Companies (Corporate
zero, carbon reduction compliance in Rainforest Alliance, Trustee) standards (e.g., Social Responsibility Policy) Rules, 2014, as amended, United Nations Sustainable
reputation, attract customers, next few years. We also collaborate
and access capital more easily. SA 8000, OHSAS, ISO, BIS) adopted by your Development Goals (UNSDG), ILO Declaration on Fundamental Principles and Rights
with our suppliers to make them entity and mapped to each principle. at Work, UN Guiding Principles on Business and Human Rights, Principles of Corporate
4. Dependence on fossil fuels aware of our sustainability standards Governance.
exposes the business to risks and goals to achieve the results
associated with price volatility, in a collaborative way. As a part 5 Specific commitments, goals and targets set The Company is in the process of measuring the carbon emissions for all its offices
supply disruptions, and of our services and offerings, we by the entity with defined timelines, if any. globally. While this assessment is complete for our office in the UK, it will be
regulatory changes. have also taken up the initiative to completed for our India office by FY24‑25.
5. As a business, we are also offer sustainability related software
under pressure to assess and implementations which will allow 6 Performance of the entity against the Overall, the Company has committed itself to the following goals:
improve the environmental our customers to adapt and comply specific commitments, goals, and targets
with sustainable practices for their • Achieve Net‑Zero Emissions by 2030
performance of our suppliers, along-with reasons in case the same are not
as well as collaborate with organization. met. • Touch a million lives through CSR programmes by FY28
them to achieve sustainability • Achieve 25% SROI (Social Return on Investment) by FY27
goals. These are further covered in detail at https://www.mastek.com/esg/
6. Proactively addressing energy
and emissions management will
place us in a better position to
remain competitive in a rapidly
changing market.
7. Climate change poses
significant long-term risks
to the business, including
physical risks from extreme
weather events and transition
risks associated with shifting
regulatory frameworks and
market preferences.

Please refer to Risk Management Section of the Annual Report for further infomation related to Risk Management.
 Mastek Limited About How We Building a Statutory Financial Shareholder
178 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 179

Sr.
Disclosure Question P1 P2 P3 P4 P5 P6 P7 P8 P9
10. Details of Review of NGRBCs by the Company
No.
Sr.
Governance, leadership and oversight Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
7 Statement by director responsible for the For over 42 years, Mastek has been at the forefront in providing technology Performance against above
Business Responsibility Report, highlighting solutions to address complex public system challenges. During this time, Mastek has policies and follow up action
ESG related challenges, targets and consistently delivered substantial value to its shareholders while dedicating a portion
achievements (Listed entity has flexibility of its profits to societal betterment. Whether addressing customer needs, supporting a Indicate whether Board Board Board Board Board Board NA Board Board
regarding the placement of this disclosure) its employees, or engaging with third parties and the supply chain, sustainability has review was undertaken Committee Committee Committee Committee Committee Committee Committee Committee
always been a fundamental consideration in Mastek’s decision-making process. by Director /
Committee of the
In FY24, Mastek added 7 more goals to its Sustainability Framework, aligned with Board/ Any other
12 of the United Nations’ Sustainable Development Goals: No Poverty (SDG 1), Zero Committee
Hunger (SDG 2), Good Health and Well-Being (SDG 3), Quality Education (SDG 4),
Gender Equality (SDG 5), Clean Water and Sanitation (SDG 6), Affordable and Clean Frequency (Annually / Quarterly Quarterly Annually Annually Quarterly Quarterly NA Need Need
Energy (SDG 7), Decent Work and Economic Growth (SDG 8), Reduced Inequalities Half yearly / Quarterly based based
(SDG 10), Sustainable Cities and Communities (SDG 11), Responsible Consumption and / Any other – please
Production (SDG 12), and Climate Action (SDG 13). specify)
Since its listing in 1982, Mastek has been distinguished by board independence, b Compliance with
governance, ethical business practices, and shareholder transparency. The Company statutory requirements
Status of compliance with all applicable statutory requirements is reviewed on a quarterly basis by the
has maintained a record of zero data breaches and consistently creates high of relevance to the
Board. Quarterly Compliance Certificate on applicable laws is provided by respective department heads
shareholder value. Additionally, Mastek’s subsidiary boards are empowered and principles, and,
and placed before the Board by the Company Secretary.
include local independent directors. Mastek’s commitment to social responsibility rectification of any
is embodied in the Mastek Foundation, established over two decades ago with the non- compliances
guiding principle of “Informed Giving, Responsible Receiving.” Founded in 2002, 11. Has the company
a decade before the term CSR was widely recognized, the Mastek Foundation has carried out independent
made significant strides in social impact. In FY24 alone, the foundation has touched assessment/ evaluation of
the lives of 133,060 beneficiaries, supported 250 animals and birds, and partnered Yes, independent assessment of our policies has been carried out by an external agency, KPMG
the working of this policy
with 16 charities across five states in India through various projects. A notable by an internal or external
initiative among others is the “Gratitude Is Attitude” event, where employees have agency?
the opportunity to volunteer with and contribute to charities that support various
causes. Under Social Value in the UK, Mastek supports a number of bootcamps,
multiple events for disadvantaged individuals to help them in various ways, including
a CV workshop, recruitment, or a discovery day at the offices. Carbon Net-Zero
12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated
Emissions assessment and benchmarking were undertaken for the UK office. Mastek Questions P1 P2 P3 P4 P5 P6 P7* P8 P9
is committed to being Net Zero by 2035 in the UK and is already offsetting 100% of
carbon emissions in the UK as of December 2023. The entity does not consider the Principles NA NA NA NA NA NA NO NA NA
material to its business (Yes/No)
Mastek is dedicated to reducing waste and optimizing water and energy use as part of
its environmental responsibility. Its offices in India are accredited with ISO 14001 and The entity is not at a stage where it is in a NA NA NA NA NA NA NO NA NA
ISO 45001. Significant reductions have been achieved in electricity consumption, total position to formulate and implement the policies
GHG emissions, and water usage. Mastek continues to enhance its environmental on specified principles (Yes/No)
initiatives and engage employees through its partnership with One Tree Planted, The entity does not have the financial or/human NA NA NA NA NA NA NO NA NA
the official partner of the United Nations Decade on Ecosystem Restoration. In and technical resources available for the task
January 2024, Mastek registered as a participating company under the United Nations (Yes/No)
Global Compact, committing to its Ten Principles covering Human Rights, Labor,
Environment, and Anti-Corruption. It is planned to be done in the next Financial NA NA NA NA NA NA NO NA NA
Year (Yes/No)
Ashank Desai
Any other reason None
Chairman
8 Details of the highest authority responsible The following people of highest authority shall be responsible for the implementation * Company engages with various industry bodies in reviewing and making recommendations as part of joint industry effort, as and when such
for implementation and oversight of the and oversight of the Business Responsibility policy: views are sought by the Government in multiple areas covering technology, bi‑lateral trade relations with other countries, and labor.
Business Responsibility policy (ies)
Sr. No. Name of person Designation DIN / Employee Id

1 Mr. Ashank Desai Chairman DIN‑00017767

2 Mr. Hiral Chandrana Group CEO Employee ID ‑ 83030
9 Does the entity have a specified Committee Yes; Risk Management & Governance Committee takes decisions related to various
of the Board/ Director responsible for aspects of Environment, Social and Governance.
decision making on sustainability related
issues? If yes, provide details
 Mastek Limited About How We Building a Statutory Financial Shareholder
180 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 181

Section C — Principle-Wise Performance Disclosure Our Code of Business Conduct and Ethics, Anti Bribery and Gifts & Entertainment policies are compliant with relevant
This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements and applicable laws of India, US and UK. The policies are available on the Company website at: https://www.mastek.
with key processes and decisions. The information sought is categorised as Essential and Leadership. While the essential com/investors/corporate-governance/
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 5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
ethically responsible. enforcement agency for the charges of bribery/ corruption -
None
Principle 1 - Businesses should conduct and govern themselves with integrity, and in a manner that is ethical, 6. Details of complaints with regards to conflict of interest –
transparent and accountable.
None, as there are no such instances
Essential Indicators
7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken
1. Percentage coverage by training and awareness programmes on any or all the Principles in the Financial Year by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest –
Total number
%age of persons Not Applicable considering there are no such complaints.
in respective
of training
Segment
and awareness
Topics / principles covered under the training and its impact category covered 8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following
by the awareness
programmes held
programmes format: Number of days of accounts payables for current FY and previous FY
Board of Directors 4 Familiarization programs includes topics like Risk management, 100% FY 2024 FY 2023
Geo-Political risks, Various amendments to the Companies (Current Financial (Previous Financial
Act, 2013 and Securities and Exchange Board of India (Listing Year) Year)
Obligations and Disclosure Requirements) Regulations, 2015. Number of days of accounts payables 51 71
Key Managerial Personnels 4 POSH, Anti Bribery, GDPR, Information Security 85%
Employees other than BoD 4 POSH, Anti Bribery, GDPR, Information Security 96% 9. Open-ness of business: Provide details of concentration of purchases and sales with trading houses, dealers, and
and KMPs
related parties along-with loans and advances & investments, with related parties.
Contractual 4 POSH, Anti Bribery, GDPR, Information Security 75%
Workers 8 Permit to Work Systems, Awareness on Waste Management, Risk 100% FY 2024 FY 2023
Parameter Metrics (Current Financial (Previous Financial
Assessment, Road Safety Session, Environment Health Safety Year) Year)
Inductions, Hands & Portable Power tool safety, Fire Mock Drill
Concentration of a. Purchases from trading houses as % of total purchases NA NA
Purchases
b. Number of trading houses where purchases are made from NA NA
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 c. Purchases from top 10 trading houses as % of total purchases NA NA
from trading houses
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 Concentration of Sales a. Sales to dealers / distributors as % of total sales NA NA
disclosed on the entity’s website): b. Number of dealers / distributors to whom sales are made NA NA
c. Sales to top 10 dealers / distributors as % of total sales to NA NA
The details of the fines paid to National Stock Exchange and The BSE Limited with respect to delayed compliance of Regulation 17(1),18(1) and 21(2) of
dealers / distributors
Securities and Exchange Board of India (Listing obligations and Disclosure Requirements), Regulations, 2015 are as under:
Share of RPTs in a. Purchases (Purchases with related parties / Total Purchases) NA NA
Adjudicating Brief of the Has an appeal been
Particulars NGRBC Principle Amount (In `)
Authority Judgement/Award preferred? b. Sales (Sales to related parties / Total Sales) 93.81% 90.89%
Monetary c. Loans & advances (Loans & advances given to related parties / 0.00% 0.00%
Total loans & advances)
Penalty/Fine
Refer to Company’s website for all disclosures made under Regulation 30 of SEBI
d. Investments 97.68% 99.92%
Award (Listing Obligations and disclosures Requirements) Regulations, 2015 at
(Investments in related parties / Total Investments made)
https://www.mastek.com/investors/corporate-information/
Computing fee
Non-monetary
Imprisonment None None Nil None None Leadership Indicators
Punishment None None Nil None None 1. Awareness programmes conducted for value chain partners on any of the Principles during the Financial Year –
None
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where
2. Does the entity have processes in place to avoid/ manage conflict of interests involving Members of the Board?
monetary or non-monetary action has been appealed –
(Yes/ No) If Yes, provide details of the same –
None since there were no such instances.
Yes. The Company obtains confirmation /annual declaration on Code of Conduct compliances (including changes in
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available,
other companies Board position from time to time) from its Board Members and KMPs / SMPs on the entities they are
provide a web-link to the policy.
interested in and ensures requisite disclosure, if any, as required under the statute as well as the Company’s policies
Yes. Company has zero tolerance to any form of bribery or corruption and is committed to acting professionally, fairly, before transacting with such interested entities / individuals.
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.
 Mastek Limited About How We Building a Statutory Financial Shareholder
182 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 183

Principle 2 - Businesses should provide goods and services in a manner that is sustainable and safe. Principle 3 - Businesses should respect and promote the well-being of all employees, including those in their value
Essential Indicators chains.

1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the Essential Indicators
environmental and social impacts of product and processes to total R&D and capex investments made by the 1. A. Details of measures for the well-being of employees
entity, respectively. % of employees covered by
Current Financial Previous Financial Category Total Health Insurance Accident Insurance Maternity Benefits Paternity Benefits Day Care Facilities
Particulars Details of improvements in environmental and social impacts
Year Year
(A) No. (B) % (B/A) No. (C) % (C/A) No. (D) %(D/A) No. (E) % (E/A) No. (F) %(F/A)
R&D NIL NIL NIL
Permanent
Capex 12.86% 10.11% In FY’24, We have invested in following areas –
Male 841 841 100% 841 100% NA NA 841 100% 841 100%
• Supplier Diversity Programme.
Female 474 474 100% 474 100% 474 100% NA NA 474 100%
• Upgradation of Electrical Panels with highly efficient system.
Total 1,315 1,315 100% 1,315 100% 474 100% 841 100% 1,315 100%
• Implementation of Systems for ESG tracking and monitoring
• Carbon assessment and Offsetting Other than
Permanent
• HVAC upgrades, LEDification of offices. (Contractual)
Male 19 Nil NA Nil NA Nil NA Nil NA Nil NA
2. Does the entity have procedures in place for sustainable sourcing? If yes, what percentage of inputs were
sourced sustainably? Female 8 Nil NA Nil NA Nil NA Nil NA Nil NA

No Total 27 Nil NA Nil NA Nil NA Nil NA Nil NA

3. Describe the processes in place to safely reclaim your products for reusing, recycling, and disposing at the end B. Details of measures for the well-being of workers –
of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste (d) Other waste
Company has ensured that workers have the same level of access to the facilities in its offices as its employees.
Not Applicable. Mastek is in the digital service business; it does not manufacture products. However, E‑waste and
Further, Company requires the supplier organisations to adhere to laws and rules that ensure health benefits to
hazardous waste is disposed‑off through Pollution Control Board approved vendor.
its employees.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities. If yes, whether the
% of workers covered by
waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution
Category Total Health Insurance Accident Insurance Maternity Benefits Paternity Benefits Day Care Facilities
Control Boards? If not, provide steps taken to address the same.
(A) No. (B) % (B/A) No. (C) % (C/A) No. (D) %(D/A) No. (E) % (E/A) No. (F) %(F/A)
Not Applicable as Mastek is in the digital service business, it does not manufacture products.
Permanent Nil Nil NA Nil NA Nil NA Nil NA Nil NA

Leadership Indicators Male Nil Nil NA Nil NA Nil NA Nil NA Nil NA

Female Nil Nil NA Nil NA Nil NA Nil NA Nil NA
1. 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? – Total
Other than
Company monitors emissions from its facilities, usage of water in its offices and follows strict waste disposal guidelines Permanent
as part of its operations on a continuous basis. For its services, Company assesses its performance by applying (Contractual)
industry‑leading service delivery metrics ensuring highly efficient process outcomes. Male 47 47 100% 47 100% NA 100% 47 100% Nil NA

2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of Female 6 6 100% 6 100% 6 100% Nil NA Nil NA
your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other Total 53 53 100% 53 100% 6 100% 47 100% Nil NA
means, briefly describe the same along with action taken to mitigate the same –
C. Spending on measures towards well-being of employees and workers (including permanent and other than
Nil.
permanent) in the following format:
3. Percentage of recycled or reused input material to total material (by value) used in production (for FY 2023-24 FY 2022-23
manufacturing industry) or providing services (for service industry) –
Cost incurred on well-being measures as a % of total revenue of the Company 1.24% 0.57%
Not Applicable. The Company encourages all its suppliers to commit to sustainable procurement practices including
supply of recycled or reused input material. 2. Details of retirement benefits, for Current Financial Year and Previous Financial Year
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, Current Financial Year Previous Financial Year
recycled, and safely disposed, as per the following format Deducted and Deducted and
Benefits No. of employees No. of workers No. of employees No. of workers
deposited with deposited with
Current Financial Year Previous Financial Year covered as a % of covered as a % of covered as a % of covered as a % of
the authority the authority
Particulars total employees total workers total employees total workers
(Y/N/N.A.) (Y/N/N.A.)
Re-Used Recycled Safely Disposed Re-Used Recycled Safely Disposed

Plastics (including packaging) NA NA NA NA NA NA PF 100% 100% Yes 100% 95% Yes

E‑waste Nil Nil 1.8632 Nil Nil 2.6 Gratuity 100% 100% NA 100% Nil N.A.

Hazardous waste NA NA 5.275 NA NA NA ESI Nil Nil NA 0% 0% N.A.

Other waste Nil Nil 0.529 Nil Nil 0.7 Note: Every Individual employed in India is entitled for PF & Gratuity benefits in India, Gratuity payout depends on the
tenure the individual has been associated with the organization.
5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category –
Not Applicable, this does not apply to our business.
 Mastek Limited About How We Building a Statutory Financial Shareholder
184 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 185

3. Accessibility of workplaces 9. Details of performance and career development reviews of employees and worker
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements Current Financial Year Previous Financial Year
Category
of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in Total (A) No. (B) % (B/A) Total (A) No. (B) % (B/A)
this regard Employees
The Company’s main delivery center at Mahape, Navi Mumbai has features that enable access of the office and its Male 841 778 92.5%* 845 845 100%
amenities to differently abled employees and workers. The Company is taking steps to build such features across all Female 474 448 94.5%* 522 522 100%
its offices. Total 1,315 1,226 93.2%* 1,367 1,367 100%
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016. If so, Workers
provide a web-link to the policy Male 47 NA Nil 50 NA Nil
The Company is an equal opportunity employer and the policy statement finds place in our employee Code of Business Female 6 NA Nil 5 NA Nil
Conduct and Ethics Policy. The same can be accessed through the weblink https://www.mastek.com/investors/ Total 53 NA Nil 55 NA Nil

5. Return to work and Retention rates of permanent employees and workers that took parental leave. *Performance review is conducted for all the employees in the organization. The employees who are not included in this count were not
eligible for performance review considering they were fresh joiners.
Permanent employees Permanent workers
Gender
Return to work rate Retention rate Return to work rate Retention rate
10. Health and safety management system
Male 100% 91.30% NA NA
Female 100% 88.20% NA NA 1 Whether an occupational health and safety Yes. ISO14001 & 45001 Management System has been implemented for
management system has been implemented by Mahape/SEEPZ/Acropolis Facilities. Rest of the facilities are assessed
Total 100% 90.50% NA NA the entity internally periodically. Company understands its obligations around
occupational hazards and has always prioritised actions towards health
and safety of its employees, workers and all individuals engaged in its
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and
business. Three out of six offices employing more than 80% of the employee
workers? If yes, please name the mechanism and worker population India are accredited to OHSAS 45001 standard. In
Details of Mechanism available
addition, Company carries out multiple events to raise awareness around
emotional and physical well‑being, lifestyle diseases, safety, etc. Company
Permanent Workers Company strongly believes in equal opportunity principles and ensures there is also conducts regular doctor consultation sessions for its employees and
families.
Other than Permanent Workers 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 2 What are the processes used to identify Mastek encourages proactive counselling and reporting through defined
Permanent Employees work‑related hazards and assess risks on a channels available to employees and workers. In addition, Company conducts
their grievances in accordance with Company’s Code of Business Conduct and
routine and non‑ routine basis by the entity? time‑to‑time employee surveys to understand the gaps in processes that
Other than Permanent Employees Ethics. Further, Internal Complaints Committee is accessible via email and phone
address and mitigate the occupational hazards. Hazard Identification Risk
to all including visitors to seek redressal in case of sexual harassment as per Register has been monitor & reviewed for each work activity regular basis.
the provisions of The Sexual Harassment of Women at Workplace (Prevention, 3 Whether you have processes for workers to Yes. All health & safety related concerns can be raised on the helpdesk
Prohibition and Redressal) Act, 2013. In addition, all employees, workers, suppliers, report the work related hazards and to remove portal available to all employees and workers.
consultants, and third parties have access to [email protected] to raise themselves from such risks.
complaints in line with Company’s whistleblower policy available at https://www. 4 Do the employees/ worker of the entity have Healthcare Insurance is provided to employees. Doctor is available for
mastek.com/investors/corporate-governance/ access to non‑ occupational medical and physical and tele consultation regularly.
healthcare services?

7. Membership of employees and worker in association(s) or Unions recognised by the listed entity – Company
11. Details of safety related incidents
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. Category Category
Current Financial Previous Financial
Year Year
8. Details of training to employees and workers (% to total no. of employees/workers in the category) Lost Time Injury Frequency Rate (LTIFR) (per one Employees
million‑person hours worked)
Current Financial Year Previous Financial Year Workers

Category
On Health and safety
On skill upgradation
On Health and safety
On skill upgradation
Total recordable work‑related injuries Employees
Total measures Total measures
Workers
No. % No. % No. % No. % None None
No. of fatalities Employees
Employees
Workers
Male 841 Nil Nil 817 97% 845 Nil Nil 615 73%
High consequence work‑related injury or ill‑health (excluding Employees
Female 474 Nil Nil 470 99% 522 Nil Nil 408 78% fatalities)
Total 1,315 Nil Nil 1,287 98% 1,367 Nil Nil 1,023 75%
Workers
Male 47 47 100% Nil Nil 50 50 100% Nil Nil
Female 6 6 100% Nil Nil 5 5 100% Nil Nil
Total 53 53 100% Nil Nil 55 55 100% Nil Nil
 Mastek Limited About How We Building a Statutory Financial Shareholder
186 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 187

12. Describe the measures taken by the Company to ensure a safe and healthy workplace 3. Provide the number of employees / workers having suffered high consequence work-related injury / ill-health /
In line with its objective to provide a safe and healthy environment to its employees and workers, Company carries out fatalities (as reported in Q11 of Essential Indicators above), who have been are rehabilitated and health / fatalities
following actions. More details are covered in its health & safety policies. (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
• A comprehensive 52-week cleaning calendar for maintaining hygiene & cleanliness at workplace. or whose family members have been placed in suitable employment for Current & Previous FY:
• Carrying out periodic maintenance of critical equipment like AC & Fire Equipment’s monitoring, second Water, None
Food & Air Testing and periodic office lighting level.
4. Does the entity provide transition assistance programs to facilitate continued employability and the management
• Carrying out periodic health & safety trainings of contractual staff/ workers. of career endings resulting from retirement or termination of employment –
• Display of safety and health related information, guidelines and do’s and don’ts for creating awareness amongst Yes, we do extend continuity of services case on case basis for retirement cases.
employees and workers.
5. Details on assessment of value chain partners –
• Instituted a Health & Safety Committee to assess, monitor, control and oversee the implementation of processes
that mitigate the occupational health & safety issues. All major suppliers of the Company have their respective processes to address the health & safety concerns of
its employees.
• Conducting mock drills and impart trainings to ERT Members.
6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising
13. Number of Complaints on the following made by employees and workers from assessments of health and safety practices and working conditions of value chain partners arising from
Current Financial Year Previous Financial Year assessments of health and safety practices and working conditions of value chain partners
Particulars Filed during the
Pending
Filed during the
Pending Not applicable since there is no corrective action required.
resolution at the Remarks resolution at the Remarks
year year
end of year end of year

Working Conditions Principle 4 - Businesses should respect the interests of and be responsive to all its stakeholders.
None None
Health & Safety Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity
14. Assessments for the year Mastek engages with various stakeholders, to understand their needs and expectations, and to develop sustainable
% of your plants and offices that were assessed (by entity or statutory authorities or third parties) engagement strategies. The key stakeholders identified in consultation with the Company’s management are
Health and safety practices 100.00% customers, employees, shareholders, suppliers/ partners, governments, NGOs, and communities that Mastek
Working Conditions 100.00%
engages with.

The Stakeholder interactions are through several channels including meetings, and surveys.
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on
2. List stakeholder groups identified as key for your Company and the frequency of engagement with each
significant risks / concerns arising from assessments of health & safety practices and working and on significant
stakeholder group
risks / concerns arising from assessments of health & safety practices and working conditions.
Channels of communication
There were no safety‑related incidents during the year. However, the Company has undertaken the following Whether identified
(Email, SMS, Newspaper,
Purpose and scope of
as Vulnerable & Frequency (Annually/ Half yearly/ engagement including key topics
measures proactively: Stakeholder Group
Marginalized Group
Pamphlets, Advertisement,
Quarterly) and concerns raised during such
Community Meetings, Notice
(Yes/No) engagement
Board, Website)
• Hazard identification & risk assessment (HIRA) is updated as per new standard requirements to cover additional
risks and mitigation plan. Investors & No Website Quarterly Investor Complaints, queries,
Shareholders Shareholder complaints,
• Tie ups with Nearby hospital to attend medical emergencies. corporate governance
Customers No Email Quarterly Customer needs, complaints
• Onsite medical camp for employees and contractual staff.
Employees No Email Quarterly Grievance redressal,
assignments, trainings,
Leadership Indicators rewards
1. Does the entity extend any life insurance or any compensatory package in the event of death of employee / Value Chain & No Email Quarterly Business needs
Workers. Business Partners
Communities Yes Community Meetings Quarterly Looking at needs, volunteer,
All employees are covered for death as per Company sponsored health insurance scheme. donation, support, quality
checks.
2. 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.
 Mastek Limited About How We Building a Statutory Financial Shareholder
188 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 189

Leadership Indicators 2. Details of employees and workers in terms of minimum wages paid
1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and Current Financial Year Previous Financial Year
social topics or if consultation is delegated, how is feedback from such consultations environmental, and social More than Minimum More than Minimum
Category Equal to Minimum Wage Equal to Minimum Wage
topics or if consultation is delegated, how is feedback from such consultations provided to the Board. Total Wage Total Wage
No. % No. % No. % No. %
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 Employees:
ESG collectively. These procedures are reviewed by the Risk Management & Governance Committee. Additionally, the Permanent
CSR Committee, the Nomination & Remuneration Committee and Audit Committee reviews the action taken under Male 841 Nil Nil 841 100% 845 Nil Nil 845 100%
respective pillars within the ESG framework. Female 474 Nil Nil 474 100% 522 Nil Nil 522 100%

Company has engaged with industry including its clients and agencies like NASSCOM to understand and align the Other than
permanent
ESG procedures.
Male 19 Nil Nil 19 100% Nil Nil Nil Nil Nil
2. Whether stakeholder consultation is used to support the identification and management of environmental, and
Female 8 Nil Nil 8 100% Nil Nil Nil Nil Nil
social topics. If so, provide details of instances as to how the inputs received from stakeholders on these topics
Workers:
were incorporated into policies and activities of the entity
Permanent
Yes – The respective policies within ESG framework are updated through time‑to‑time consultation with stakeholder
Male Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
including the client, government agencies, and through CSR channels. We also carry out surveys from our clients and
customers for their feedback and social topics. Female Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Other than
3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ permanent
marginalised stakeholder groups Male 47 47 100% Nil Nil 50 49 98% 1 2%
• Mastek supported 16 charity Organisations across 5 states in India, providing a total of ` 3 Crore in financial aid, Female 6 6 100% Nil Nil 5 5 100% Nil Nil
which benefited 133,060 people and 250 animals.

• Mastek employees participated in the annual payroll giving initiative, GIA – Gratitude is Attitude, donating 3. Details of remuneration/salary/wages (including differently abled)
approximately ` 10 Lakhs a. Median Remuneration / wage:
• Blood Donation Camp was held on October 18th, 2023 Male Female

Stakeholder Group Median Median

During the Joy of Giving Week (October 3rd to 8th, 2023), Mastek employees contributed around ` 1.25 Lakhs to No. remuneration/ No. remuneration/
salary/ wages of salary/ wages of
8 charity organizations
Board of Directors 5 33,00,000 1 12,00.000
• Mastek had organized a Christmas fundraiser, wherein Mastek employees donated old clothes to benefit the Key Managerial Personnel 3 47,65,430 0 0
underprivileged in Gujarat, Maharashtra, and Haryana Employees other than BoD and KMP 838 15,91,895 474 12,29,110
Mastek raised ` 50 Lakhs through ‘Inspired’, annual Musical Fundraiser. It was matched by Mastek Foundation, and Workers 47 21,000 6 14,352
donated to VSM, VSSM, and Snehalaya.

• Visits were made to 15 out of the 16 charity Organisations funded in the fiscal year to ensure support and b. Gross wages paid to females as % of total wages paid by the entity, in the following format:
provide aid FY 2024 FY 2023
Current Financial Previous Financial
Year Year
Principle 5 - Businesses should respect and promote human rights.
Gross wages paid to females as % of total wages 30.43% 30.41%
Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity,
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues
in the following format.
caused or contributed to by the business?
Current Financial Year Previous Financial Year
Yes – The Human Resource Department is the focal point responsible for addressing Human Rights impacts or issues
Category No. of employees No. of employees
Total
/ workers covered
% Total
/ workers covered
% caused or contributed to by the business.
Employees: 5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
Permanent 1,315 1,245* 95% 1,367 1,367 100% Company has Grievance Redressal mechanism that is governed in accordance with the Code of Business Conduct and
Other than permanent 27 Nil NA Nil Nil NA Ethics. https://www.mastek.com/wp-content/uploads/2022/02/Code-of-Business-Conduct-and-Ethics-for-India-APAC.pdf
Total 1,342 1,245 93% 1,367 1,367 100%
6. Number of Complaints made by employees and workers and current year and previous year
Workers:
None
Permanent Nil Nil Nil Nil Nil Nil
Other than permanent 53 53 100% 55 55 100% 7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Total 53 53 100% 55 55 100% Act, 2013, in the following format:

*Considered Anti Bribery and POSH as training done under human rights issues and policy(ies) of the entity Particulars FY 2023-24 FY 2022-23

Total Complaints reported under Sexual Harassment on of Women at Workplace (Prevention, NIL NIL
Prohibition and Redressal) Act, 2013 (POSH)
Complaints on POSH as a % of female employees/ workers NIL NIL
Complaints on POSH upheld NIL NIL
 Mastek Limited About How We Building a Statutory Financial Shareholder
190 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 191

8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases Principle 6 - Businesses should respect and make efforts to protect and restore the environment.
Company has zero tolerance to any retaliatory action of behavior. Accordingly, Company has addressed this in various Essential Indicators
policies including the Code of Business Conduct and Ethics, the Policy on Prevention of Sexual Harassment (POSH) and 1. Details of total energy consumption (in Joules or multiples) and energy intensity
extensively in the Whistleblower Policy.
Current Financial Previous Financial
Parameter
Year Year
9. Do human rights requirements form part of your business agreements and contracts?
From renewable sources 0 0
Yes Total electricity consumption (A) in KJ 0 0
Total fuel consumption (B) in KJ 0 0
10. Assessments for the year
Energy consumption through other sources [C] in KJ 0 0
% of your plants and offices that were assessed From non-renewable sources
(by entity or statutory authorities or third parties)
Total energy consumption (A+B+C) in KJ 0 0
Child Labor Total electricity consumption (D) 4,07,26,44,000 5,36,03,85,600
Forced / Involuntary labor Total fuel consumption (E) ‑ In KJ. 22,6 6,96, 771 26,26,71,620
Sexual harassment Energy consumption through other sources [F] Nil Nil
NA
Discrimination at workplace Total energy consumption from non-renewable sources (D+E+F) in KJ 4,29,93,40,771 5,62,30,57,220
Wages Total energy consumed (A+B+C+D+E+F) in KJ 42,993,40,771 5,62,30,57,220
Others – please specify Energy intensity per rupee of turnover NA NA
(Total energy consumption/ turnover in rupees)
11. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from Energy intensity (optional) – the relevant metric may be selected by the entity NA NA
the assessments at Question above Note: Indicate if any, Independent evaluation done by external agencies None None
No cases registered and hence not applicable. 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
Leadership Indicators scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any.
1. Details of a business process being modified / introduced as a result of addressing human rights grievances/ No
complaints
3. Provide details of the following disclosures related to water withdrawal by source (in kiloliters)
Not Applicable, as no grievance or complaint received. Mastek’s policies on Human Rights are comprehensive and
 Current Previous
Parameter CFY Amount (`) PFY Amount (`)
ensures compliance with applicable regulation and industry standard including ILO guidelines. Financial Year Financial Year
(i) Surface water 17,212 17,074 15,89,423 14,56,343
2. Details of the scope and coverage of any Human rights due-diligence conducted
(ii) Groundwater 0 0 0 0
It is covered under COBCE policy refer this COBC policy. Link:- https://www.mastek.com/wp-content/uploads/2022/02/
 (iii) Third party water 0 0 0 0
Code-of-Business-Conduct-and-Ethics-for-India-APAC.pdf (iv) Seawater / desalinated water 0 0
(v) Others‑ Drinking Water Jars 35 75 80,259 172, 887
3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights
Total volume of water withdrawal (in kilolitres) (i+ii+ii+iv+v) 17,247 17,149 16,69,682 16,29,230
of Persons with Disabilities Act, 2016?
Total volume of water consumption (in kilolitres) 17,247 17,149
Yes. Company’s main office is accessible to differently abled visitors. Company is taking necessary actions to equip all Water intensity per rupee of turnover (Water consumed/ Nil Nil Nil Nil
its offices or where required moving out of offices that are not equipped to provide access to differently abled visitors. turnover)
Water intensity (optional) – the relevant metric may be selected by Nil Nil Nil Nil
4. Details on assessment of value chain partners the entity
% of value chain partners Note: Indicate if any, Independent assessment/ evaluation/ None None None None
(by value of business done with such partners) that were assessed assurance has been carried out by an external agency
Child Labor 4. Water discharge by destination and level of treatment (in kilolitres):
Forced / Involuntary labor
Water discharge is disposed-off through common sewer line of Local municipal corporation/MIDC and water

Sexual harassment treatment done by respective authority.
NA
Discrimination at workplace
5. Has the entity implemented a mechanism for Zero Liquid Discharge?
Wages
No
Others – please specify
6. Please provide details of air emissions (other than GHG emissions) by the entity
5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from Parameter Unit
Current Financial
Previous Financial Year
Year
the assessment in question 14 above
NOx mg/m3 20.94 21.3
There is no major risk noted arising from assessment of health and safety practices and working conditions of value SOx mg/m3 11.35 12.84
chain partners. Particulate matter (PM) mg/Nm3 37.13 39.61
Persistent organic pollutants (POP) ‑ Nil Nil
Volatile organic compounds (VOC) ‑ Nil Nil
Hazardous air pollutants (HAP) ‑ Nil Nil
Others – please specify CO Ppm 39.16 43.08
Note: Indicate if any, Independent assessment / evaluation / No YES ‑ DG stack emission sample is
assurance has been carried out by an external agency checked by external testing lab
agency.
 Mastek Limited About How We Building a Statutory Financial Shareholder
192 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 193

7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity in (Metric tonnes of 12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in
CO2 equivalent) the current Financial Year
We are not calculating GHG emissions for Mastek Limited offices as on date.
Not Applicable since no such projects were undertaken
8. Does the entity have any project related to reducing Green House Gas emission?
We have taken various initiatives for our India offices for reduction of GHG consumption. Our offices are accredited by 13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the
DNV-GL for ISO 14001:2015 & OHSAS 45001 standards. In addition, following activities are undertaken for reduction of Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment
electrical consumption in offices at India. protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances.

• LEDification of offices. Mastek is compliant.

• Upgradation of old UPS with energy efficient modular UPS systems. Leadership Indicators
• Upgradation of AC systems with energy efficient systems which are using eco-friendly refrigerant gas. 1. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres).

• Upgradation of conventional datacentre with smart rack solution. Mastek does not have offices in water-stress areas. The Company is operating in IT Services.

• Installation of solar water geysers for cafeteria. 2. Please provide details of total Scope 3 emissions & its intensity in (Metric tonnes of CO2 equivalent).

• Upgradation of Electrical power systems. Currently, Mastek is not measuring GHG Scope 3 emissions for its India offices.

Additionally, Company has taken initiatives to reduce food waste and paper usage. Aerators are implemented for 3. With respect to the ecologically sensitive areas reported at Question 11 of Essential Indicators above, provide
washbasin faucets to reduce water consumption. Company encourages its employees to use carpool option for office details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention
commute. Disposal of E-waste is carried through only Government/Pollution Control Board approved agencies. and remediation activities.

9. A. Provide details related to waste management by the entity, Total Waste generated (in metric tonnes) Not applicable as Mastek does not have its offices in these areas.

Parameter
Current Financial Previous Financial 4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve
Year Year
resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide
Total Waste generated (in metric tonnes)
details of the same as well as outcome of such initiatives
Plastic waste 0 0
Sr.
E‑waste 1.86 4.6 Initiative undertaken Details of the initiative (Web-link, if any, may be provided along-with summary) Outcome of the initiative
No.
Bio‑medical waste 0 0 1 Electrical We have taken various initiatives for our India offices for reduction of GHG Approx savings of
Construction and demolition waste consumption consumption. Few are mentioned below. ` 17.23 million and 2.32
reduction Our office at Mahape, India is accredited by DNV-GL for ISO million KWH units till
Battery waste 5.28 0 Dec. 2023. This was
14001:2015 & OHSAS 45001 standards. achieved at Mahape
Radioactive waste 0 0
We have implemented below activities for reduction of electrical consumption in India office which is
Other Hazardous waste. Please specify, if any. 0 0 offices at India. our biggest India office
Other Non‑hazardous waste generated. Please specify, if any. (Break‑up by composition i.e. by 0.53 0.5 * LEDification of offices. facility.
materials relevant to the sector) Food & General waste
* Upgradation of old UPS with energy efficient modular UPS systems.
Total 7.67 5.1 * Upgardation of AC systems with energy efficient systems which are using
ecofriendly refrigerant gas.
B. For each category of waste generated, total waste recovered through recycling, re-using or other recovery * Upgradation of conventional datacenter with smart rack solution.
operations (in metric tonnes) * Installation solar water geysers for cafeteria.
* Upgradation of Electrical power systems.
None

C. For each category of waste generated, total waste disposed by nature of disposal method (in metric 5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link
tonnes) 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
None
specific data, system, people, process and its impact on overall business Project/Account specific Business Continuity
10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy Plan (BCP): The plan addresses the project specific requirements which calls for a customised Business Continuity
adopted by your Company to reduce usage of hazardous and toxic chemicals in your products and processes setup. Key activities within our Business Continuity Management Program are undertaken on an ongoing basis and have
and the practices adopted to manage such wastes. been conducted within a year. Technical Disaster Recovery (DR) for Mastek Critical Services: These include testing
• General waste is disposed off through municipal corporation agencies. 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
• E-waste and Hazardous waste is disposed through govt. approved recyclers/ collectors
customers. During DR the associates working for the customer travel to DR site and work at the alternative site.
• Being an IT/ITES Company we do not deal with chemicals. Chemicals required for housekeeping are ecofriendly in nature.
6. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What
11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife mitigation or adaptation measures have been taken by the entity in this regard.
sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where No such impact, hence not applicable. Mastek gets the sustainability checklist form filled while onboarding vendors.
environmental approvals / clearances are required. Whether the conditions of environmental approval /
clearance are being complied with? (Y/N) If no, the reasons thereof and corrective action taken, if any. 7. Percentage of value chain partners (by value of business done with such partners) that were assessed for
environmental impacts.
Not Applicable since Mastek does not have offices in such areas.
No such assessment undertaken. Mastek gets the sustainability checklist form filled while onboarding vendors.
 Mastek Limited About How We Building a Statutory Financial Shareholder
194 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 195

Principle 7 - Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is 5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers
responsible and transparent. employed on a permanent or non-permanent / on contract basis) in the following locations, as % of total wage
Essential Indicators cost.

1. A. Number of affiliations with trade and industry chambers / associations. Location

FY 2024 FY 2023
Current Financial Year Previous Financial Year
10
1. Rural
B. List the top 10 trade and industry chambers / associations (determined based on the total Members of
i) Disclose wages paid to persons employed (including employees or workers 0.00 0.00
such body) the entity is a member of/ affiliated to. employed on a permanent or non-permanent / on contract basis)
Sr. Reach of trade and industry chambers / associations ii) Total Wage Cost 0.00 0.00
Trade and industry chambers / associations
No. (International / National)
iii) % of Job creation in Rural areas
1 National Association of Software and Service Companies (NASSCOM) International
2. Semi-urban
2 Confederation of Indian Industry (CII) National
i) Disclose wages paid to persons employed (including employees or workers 0.00 0.00
3 Federation of Indian Chambers of Commerce & Industry (FICCI) National employed on a permanent or non-permanent / on contract basis)
4 Bombay Chamber of Commerce & Industry (BCCI) National ii) Total Wage Cost 0.00 0.00
5 Bombay Management Association (BMA) National iii) % of Job creation in Semi-Urban areas
6 Computer Society of India (CSI) National 3. Urban
7 Electronics And Computer Software Export Promotion Council (ESC) National i) Disclose wages paid to persons employed (including employees or workers 0.00 0.00
8 Indo‑American Society (IAS) International employed on a permanent or non-permanent / on contract basis)

9 The Council of EU Chambers of Commerce in India International ii) Total Wage Cost 0.00 0.00

10 The Indus Entrepreneurs‑Mumbai (TiE) National iii) % of Job creation in Urban areas
4. Metropolitan
i) Disclose wages paid to persons employed (including employees or workers 1315.00 1367.00
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by employed on a permanent or non-permanent / on contract basis)
the entity, based on adverse orders from regulatory authorities – ii) Total Wage Cost 2,60,02,29,383.00 2,25,96,71,264.00
None iii) % of of Job creation in Metropolitan area 100.00% 100.00%

Leadership Indicators

1. Details of public policy positions advocated by the entity – Leadership Indicators

1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments.
None
None
Principle 8 - Businesses should promote inclusive growth and equitable development.
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts
Essential Indicators
as identified by government bodies.
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the
current Financial Year. None

Not Applicable 3. Preferential procurement policy

2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken
a Do you have a preferential procurement policy where you give procurement policy where you give No
by your entity.
preference to No purchase from suppliers preference to purchase from suppliers comprising marginalised /
None vulnerable comprising marginalised /vulnerable groups? (Yes/No)
3. Describe the mechanisms to receive and redress grievances of the community. b From which marginalised /vulnerable groups do you procure? NA

A community member may register their grievances through either Mastek Foundation or write directly to c What percentage of total procurement (by value) does it constitute? NA
[email protected] or call on dedicated hotline +91 22 67914675. Detailed mechanism to register grievances is
outlined in the Whistle Blower Policy of the Company. 4. Details of the benefits derived of the various intellectual properties owned or acquired by your Company based
on traditional knowledge been shared equitably –
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers-
Current Financial Previous Financial
Nil
Particulars
Year Year
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related
Directly sourced from MSMEs / Small Producers Nil Nil
disputes wherein usage of traditional knowledge is involved –
Sourced Directly from within the district and neighboring districts Nil Nil
Nil
 Mastek Limited About How We Building a Statutory Financial Shareholder
196 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 197

6. Details of beneficiaries of CSR Projects 3. Number of consumer complaints in respect of the following:

% of beneficiaries Current Financial Year Previous Financial Year

S. No. of persons benefitted from vulnerable Pending Pending
Name of Charity CSR Project Filed during Filed during
No. from CSR Projects and marginalized resolution at the Remarks resolution at the Remarks
groups the year the year
end of year end of year
1 Cuddles Foundation Food Heals® Program 989 children 100% Data privacy
2 Adhyayan Foundation Goa Systemic School Improvement Program 52000 Students from 100% Advertising
824 Schools in North and
South Goa Cyber‑security
None None
3 Jeevan Samvardhan Foundation Eradicating hunger for underprivileged and 120 Children 100% Delivery of essential services
destitute children Restrictive Trade Practices
4 Rays of Hope Ministries ANNA-DAN (Feeding Program) 500 children and parents 100% Unfair Trade Practices
5 World Vision India Water, Sanitation and Hygiene 765 children 100%
6 GOONJ Ensuring water security & ecological 8,500 people 100% 4. Details of instances of product recalls on account of safety issues.
conservation through urban surplus
None
7 SOS Children’s Villages of India Holistic development of parentless children 100 children 100%
8 Snehalaya Forest conservation 100 villagers 100% 5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? If available,
9 Vicharta Samuday Samarthan Water conservation 13307 villagers 100% provide a web-link of the policy
Manch (VSSM) Yes. Being in the business dealing with clients information, Mastek takes safeguarding of privacy as one of its highest
10 Vidyadaan Sahayyak Mandal Students scholarship 100 students 100% priority. Mastek’s Data Protection framework has detailed Privacy Notice that is reviewed and updated regularly and
11 Apnalaya Maternal and Newborn health 9721 pregnant women 100% provides necessary notice on how Mastek collects, stores and processes privacy information of third parties. Please
12 PRASAD Chikitsa Supporting UN SDG’s namely No Poverty, Zero 657 farmers and family 100% refer given link for more details. https://www.mastek.com/privacy-notice/
Hunger, Climate Action & Life on Land
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of
13 Saajha Supporting Children who go to government 45,000 children from 100% essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls;
schools Delhi
penalty / action taken by regulatory authorities on safety of products / services.
14 Khushboo welfare Society Day Care Center PwD 75 Children 100%
The Company has not received any complaints during the year.
15 Shrimad Rajchandra Jivadaya Treatment Cost of Animal & Birds 250 Animal & Birds 100%
Trust 7. Provide the following information relating to data breaches:
16 Navasrushti International Trust Providing resilient livelihood 94 Youths 100%
(a) Number of instances of data breaches.
NIL
Principle 9 - Businesses should engage with and provide value to their consumers in a responsible manner.
(b) Percentage of data breaches involving personally identifiable information of customers.
Essential Indicators
0%
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
(c) Impact, if any, of the data breaches
 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 Not applicable
know and take action to improve the client experience. We have instituted this survey through Customer Relationship Leadership Indicators
Engagement Satisfaction Survey (CRESS) policy. This procedure outlines the process for administering, measuring,
1. Channels / platforms where information on products and services of the entity can be accessed
monitoring, and improving satisfaction of Mastek’s Customers and thereby leading to Advocacy and improved
Customer Experience. LinkedIn https://www.linkedin.com/company/mastek/

In addition, Mastek’s Whistleblower Policy provides an additional channel to all its stakeholders including clients to Company Website www.mastek.com
report any acts motivated by ill intentions. Data Privacy policy provides a mechanism to report data privacy breaches
and other requests concerning privacy information of clients, third parties and employees. 2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.

Mastek’s client relationship teams are empowered to take necessary action when faced with situations involving a Not Applicable since this is not relevant to our business.
disgruntled client. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry Not Applicable since this is not relevant to our business.
information about
3. 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 – Not Applicable since this is not relevant to our business.
Environmental and social parameters relevant to the product NA*
Safe and responsible usage NA* 4. Did your entity carry out any survey with regard to consumer satisfaction relating to the major products /
Recycling and/or safe disposal NA* services of the entity, significant locations of operation of the entity or the entity as a whole?

* Not Applicable since this is not relevant to Company’s business.

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.

××××××××××××
 Mastek Limited About How We Building a Statutory Financial Shareholder
198 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 199

Independent Auditor’s Report Information other than the Standalone Financial

Statements and Auditor’s Report thereon
to going concern and using the going concern basis
of accounting unless the Board of Directors of the
6. The Company’s Board of Directors are responsible for Company either intends to liquidate the Company or to
the other information. The other information comprises cease operations, or has no realistic alternative but to
the information included in the Annual Report but do so.
To the Members of Mastek Limited Basis for Opinion does not include the standalone financial statements 9. The Board of Directors of the Company is also
Report on the Audit of the Standalone Financial 3. We conducted our audit in accordance with the and our auditor’s report thereon. The Annual Report is responsible for overseeing the Company’s financial
Statements Standards on Auditing specified under section 143(10) expected to be made available to us after the date of reporting process.
of the Act. Our responsibilities under those standards this auditor’s report.
Opinion
are further described in the Auditor’s Responsibilities Auditor’s Responsibilities for the Audit of the
1. We have audited the accompanying standalone Our opinion on the standalone financial statements
for the Audit of the Standalone Financial Statements Standalone Financial Statements
financial statements of Mastek Limited (the does not cover the other information and we will not
section of our report. We are independent of the
‘Company’), which comprise the standalone balance express any form of assurance conclusion thereon. 10. Our objectives are to obtain reasonable assurance
Company in accordance with the Code of Ethics issued
sheet as at 31 March 2024, the standalone statement about whether the standalone financial statements as
by the Institute of Chartered Accountants of India (the In connection with our audit of the standalone
of profit and loss (including other comprehensive a whole are free from material misstatement, whether
‘ICAI’) together with the ethical requirements that financial statements, our responsibility is to read the
income), the standalone statement of cash flows and due to fraud or error, and to issue an auditor’s report
are relevant to our audit of the standalone financial other information identified above when it becomes
the standalone statement of changes in equity for the that includes our opinion. Reasonable assurance is
statements under the provisions of the Act and the rules available and, in doing so, consider whether the
year then ended, and notes to the standalone financial a high level of assurance but is not a guarantee that
made thereunder, and we have fulfilled our other ethical other information is materially inconsistent with the
statements, including material accounting policy an audit conducted in accordance with Standards on
responsibilities in accordance with these requirements standalone financial statements, or our knowledge
information and other explanatory information. Auditing will always detect a material misstatement
and the Code of Ethics issued by the ICAI. We believe obtained in the audit or otherwise appears to be
when it exists. Misstatements can arise from fraud or
2. In our opinion and to the best of our information and that the audit evidence we have obtained is sufficient materially misstated.
error and are considered material if, individually or in
according to the explanations given to us, the aforesaid and appropriate to provide a basis for our opinion.
When we read the Annual Report, if we conclude the aggregate, they could reasonably be expected to
standalone financial statements give the information that there is a material misstatement therein, we are influence the economic decisions of users taken on the
required by the Companies Act, 2013 (the ‘Act’) in the Key Audit Matter
required to communicate the matter to those charged basis of these standalone financial statements.
manner so required and give a true and fair view in 4. Key audit matters are those matters that, in our with governance of the Company.
conformity with the Indian Accounting Standards (‘Ind professional judgment, were of most significance in 11. As part of an audit in accordance with Standards
AS’) specified under section 133 of the Act read with our audit of the standalone financial statements of the on Auditing, specified under section 143(10) of the
Responsibilities of Management and Those Charged
the Companies (Indian Accounting Standards) Rules, current period. This matter was addressed in the context Act we exercise professional judgment and maintain
with Governance for the Standalone Financial
2015 (as amended) and other accounting principles of our audit of the standalone financial statements as a professional skepticism throughout the audit. We also:
Statements
generally accepted in India, of the state of affairs of the whole, and in forming our opinion thereon, and we do • Identify and assess the risks of material
7. The accompanying standalone financial statements
Company as at 31 March 2024, and its profit (including not provide a separate opinion on this matter. misstatement of the standalone financial
have been approved by the Company’s Board
other comprehensive income (loss)), its cash flows and statements, whether due to fraud or error, design
of Directors. The Company’s Board of Directors
the changes in equity for the year ended on that date. and perform audit procedures responsive to those
are responsible for the matters stated in section
134(5) of the Act with respect to the preparation risks, and obtain audit evidence that is sufficient
5. We have determined the matter described below to be the key audit matter to be communicated in our report. and appropriate to provide a basis for our opinion.
and presentation of these standalone financial
Key audit matter How our audit addressed the key audit matter statements that give a true and fair view of the The risk of not detecting a material misstatement
financial position, financial performance including resulting from fraud is higher than for one resulting
Revenue from contracts with customers Our audit procedures relating to revenue recognition included, but
were not limited to the following: other comprehensive income, changes in equity and from error, as fraud may involve collusion, forgery,
Refer notes 2(d)(xii) and 18 to the accompanying standalone
financial statements. • Evaluated the design and tested operating effectiveness of cash flows of the Company in accordance with the intentional omissions, misrepresentations, or the
Revenue is recognised basis the terms of each contract internal financial controls relating to the revenue recognition of Ind AS specified under section 133 of the Act and override of internal control;
with customers wherein certain commercial arrangements the Company;
other accounting principles generally accepted in • Obtain an understanding of internal control
involve complexity and significant judgements relating • Selected samples from all streams of contracts and performed India. This responsibility also includes maintenance of
to identification of distinct performance obligations, detailed analysis on recognition of revenue as per the requirement relevant to the audit in order to design
determination of transaction price of identified performance of Ind AS 115, “Revenue from Contracts with Customers” which adequate accounting records in accordance with the audit procedures that are appropriate in the
obligation and the appropriateness of basis used to measure involved testing of inputs to examine the revenue recognised provisions of the Act for safeguarding of the assets of circumstances. Under section 143(3)(i) of the Act
revenue recognised over the time period in selecting the including estimates used; the Company and for preventing and detecting frauds we are also responsible for expressing our opinion
accounting basis in each case. • Compared the efforts or costs incurred with management’s and other irregularities; selection and application of on whether the Company has adequate internal
The revenue of the Company also includes fixed price estimate of efforts or costs to identify variations, if any; appropriate accounting policies; making judgments and
contracts where revenue is recognised in accordance with financial controls with reference to standalone
• Reviewed management’s internal budgeting approvals process, on estimates that are reasonable and prudent; and design,
the percentage of completion method determined based a sample basis, for cost to be incurred on a project and for any financial statements in place and the operating
on project costs incurred to date as a percentage of total changes in initial budgeted costs; and
implementation and maintenance of adequate internal effectiveness of such controls;
estimated project costs required to complete the project. financial controls, that were operating effectively
• Evaluated appropriateness and adequacy of disclosures made in
Revenue from maintenance contracts is recognised over the for ensuring the accuracy and completeness of the • Evaluate the appropriateness of accounting
period of time. the standalone financial statements with respect to revenue in
accordance with the requirements of applicable financial reporting accounting records, relevant to the preparation and policies used and the reasonableness of accounting
We identified revenue of the Company as a key audit framework. estimates and related disclosures made by
matter in the audit of standalone financial statements of
presentation of the standalone financial statements
that give a true and fair view and are free from management of the Company;
current year as it involves inherent subjectivity relating to
consideration of progress of the contract, efforts input till material misstatement, whether due to fraud or error. • Conclude on the appropriateness of Company’s
date and efforts required to complete the remaining contract
performance obligation, and ability to deliver contracts 8. In preparing the standalone financial statements, the Board of Directors’ use of the going concern basis
within planned timelines. Changes in estimates as contract Board of Directors of the Company is responsible for of accounting and, based on the audit evidence
progresses can result in material adjustments to revenue obtained, whether a material uncertainty exists
assessing the Company’s ability to continue as a going
recorded by the Company. related to events or conditions that may cast
concern, disclosing, as applicable, matters related
 Mastek Limited About How We Building a Statutory Financial Shareholder
200 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 201

significant doubt on the Company’s ability to 17. Further to our comments in Annexure – I, as required iii. There has been no delay in transferring The final dividend paid by the Company
continue as a going concern. If we conclude that by section 143(3) of the Act based on our audit, we amounts, required to be transferred, to during the year ended 31 March 2024 in
a material uncertainty exists, we are required report, to the extent applicable, that: the Investor Education and Protection Fund respect of such dividend declared for the
to draw attention in our auditor’s report to the by the Company during the year ended 31 previous year is in accordance with section
(a) We have sought and obtained all the information
related disclosures in the standalone financial March 2024; 123 of the Act to the extent it applies to
and explanations which to the best of our
statements or, if such disclosures are inadequate, payment of dividend.
knowledge and belief were necessary for the iv. a. The management of the Company has
to modify our opinion. Our conclusions are based
purpose of our audit of the accompanying represented that, to the best of its As stated in note 9 to the accompanying
on the audit evidence obtained upto the date of
standalone financial statements; knowledge and belief, as disclosed in standalone financial statements, the Board
our auditor’s report. However, future events or
note 42(i) to the standalone financial of Directors of the Company have proposed
conditions may cause the Company to cease to (b) In our opinion, proper books of account as
statements, no funds have been final dividend for the year ended 31 March
continue as a going concern; and required by law have been kept by the Company
advanced or loaned or invested (either 2024 which is subject to the approval of the
so far as it appears from our examination of those
• Evaluate the overall presentation, structure, and from borrowed funds or securities members of the Company at the ensuing
books, except for the matters stated in paragraph
content of the standalone financial statements, premium or any other sources or kind Annual General Meeting. The dividend
17(h)(vi) below on reporting under Rule 11(g) of
including the disclosures, and whether the of funds) by the Company to or in declared is in accordance with section
the Companies (Audit and Auditors) Rules, 2014
standalone financial statements represent the any person(s) or entity(ies), including 123 of the Act to the extent it applies to
(as amended);
underlying transactions and events in a manner foreign entities (the ‘intermediaries’), declaration of dividend.
that achieves fair presentation. (c) The standalone financial statements dealt with with the understanding, whether
vi. As stated in note 55 to the standalone
by this report are in agreement with the books recorded in writing or otherwise,
12. We communicate with those charged with governance financial statements and based on our
of account; that the intermediary shall, whether,
of the Company regarding, among other matters, the examination which included test checks,
directly or indirectly lend or invest in
planned scope and timing of the audit and significant (d) In our opinion, the aforesaid standalone financial except for instance mentioned below,
other persons or entities identified
audit findings, including any significant deficiencies in statements comply with Ind AS specified under the Company, in respect of financial year
in any manner whatsoever by or on
internal control that we identify during our audit. section 133 of the Act; commencing on 01 April 2023, has used an
behalf of the Company (the ‘Ultimate
accounting software for maintaining its books
13. We also provide those charged with governance of the (e) On the basis of the written representations Beneficiaries’) or provide any guarantee,
of account which has a feature of recording
Company with a statement that we have complied with received from the directors of the Company and security or the like on behalf the
audit trail (edit log) facility and the same
relevant ethical requirements regarding independence, taken on record by the Board of Directors of the Ultimate Beneficiaries;
has been operated throughout the year for
and to communicate with them all relationships and Company, none of the directors is disqualified
b. The management of the Company has all relevant transactions recorded in the
other matters that may reasonably be thought to as on 31 March 2024 from being appointed as a
represented that, to the best of its software. Further, during the course of our
bear on our independence, and where applicable, director in terms of section 164(2) of the Act;
knowledge and belief, as disclosed in audit we did not come across any instance
related safeguards.
(f) The reservation relating to the maintenance of note 42(ii) to the standalone financial of audit trail feature being tampered with,
14. From the matters communicated with those charged accounts and other matters connected therewith statements, no funds have been other than the consequential impact of the
with governance of the Company, we determine those are as stated in paragraph 17(h)(vi) below on received by the Company from any exception given below.
matters that were of most significance in the audit reporting under Rule 11(g) of the Companies person(s) or entity(ies), including foreign
Nature of exception
of the standalone financial statements of the current (Audit and Auditors) Rules, 2014 (as amended); entities (the ‘Funding Parties’), with noted
Details of exception

period and are therefore the key audit matters. We the understanding, whether recorded in Instances of The audit trail feature
(g) With respect to the adequacy of the Internal
describe these matters in our auditor’s report unless writing or otherwise, that the Company accounting software was not enabled at
Financial Controls with reference to standalone
law or regulation precludes public disclosure about the shall, whether directly or indirectly, used for maintaining the database level for
financial statements of the Company as on 31 books of account for accounting software
matter or when, in extremely rare circumstances, we lend or invest in other persons or
March 2024 and the operating effectiveness of which the feature of SAP ECC6 to log any
determine that a matter should not be communicated entities identified in any manner recording audit trail direct data changes,
such controls, refer to our separate report in
in our report because the adverse consequences of whatsoever by or on behalf of the (edit log) facility used for maintenance
‘Annexure – II’ wherein we have expressed an
doing so would reasonably be expected to outweigh the Funding Party (‘Ultimate Beneficiaries’) was not operated of all accounting
unmodified opinion; and throughout the records by the
public interest benefits of such communication. or provide any guarantee, security
year for all relevant Company.
(h) With respect to the other matters to be included or the like on behalf of the Ultimate transactions recorded
Report on Other Legal and Regulatory in the Auditor’s Report in accordance with rule 11 Beneficiaries; and in the software.
Requirements of the Companies (Audit and Auditors) Rules, 2014
c. Based on such audit procedures
15. As required by section 197(16) of the Act based on (as amended), in our opinion and to the best of
performed as considered reasonable
our audit, we report that the Company has paid our information and according to the explanations For Walker Chandiok & Co LLP
and appropriate in the circumstances,
remuneration to its directors during the year in given to us: Chartered Accountants
nothing has come to our notice that
accordance with the provisions of and limits laid down i. the Company has disclosed the impact of has caused us to believe that the Firm’s Registration No.: 001076N/N500013
under section 197 read with Schedule V to the Act. pending litigations on its financial position management representations under sub-
16. As required by the Companies (Auditor’s Report) Order, as at 31 March 2024 in the standalone clauses (a) and (b) above contain any Adi P. Sethna
2020 (the ‘Order’) issued by the Central Government financial statements; material misstatement. Partner
of India in terms of section 143(11) of the Act we give ii. the Company did not have any long-term v. The interim dividend declared and paid by Membership No.: 108840
in the ‘Annexure – I’, a statement on the matters contracts including derivative contracts for the Company during the year ended 31 March UDIN: 24108840BKFDPL3553
specified in paragraphs 3 and 4 of the Order, to the which there were any material foreseeable 2024 and until the date of this audit report is Place: Mumbai
extent applicable. losses as at 31 March 2024; in compliance with section 123 of the Act. Date: 26 April 2024
 Mastek Limited About How We Building a Statutory Financial Shareholder
202 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 203

Annexure – I (vi) The Central Government has not specified maintenance of cost records under sub-section (1) of section 148 of
the Act, in respect of Company’s business activities. Accordingly, reporting under clause 3(vi) of the Order is not
referred to in paragraph 16 of the Independent Auditor’s Report of even date to the members of Mastek Limited on
applicable to the Company.
the standalone financial statements for the year ended 31 March 2024
(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
In terms of the information and explanations sought by us the time such limit remains unutilised/undrawn,
insurance, income-tax, and other material statutory dues, as applicable, with the appropriate authorities.
and given by the Company and the books of account and the Company is not required to file any quarterly
Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of
records examined by us in the normal course of audit, and return or statement with such banks.
more than six months from the date they became payable.
to the best of our knowledge and belief, we report that:
(iii) The Company has not made investments in, provided
(b) According to the information and explanations given to us, there are no statutory dues referred in sub-clause
(i) (a) (A) The Company has maintained proper records any guarantee or security, or granted any loans or
(a) which have not been deposited with the appropriate authorities on account of any dispute except for
showing full particulars, including quantitative advances in the nature of loans to firms and limited
the following:
details and situation of its property, plant liability partnerships during the year. The Company has
and equipment (‘PPE’) and relevant details not provided security or granted any loans or advances Period to which
Gross Amount Forum where dispute is
Name of the statute Nature of dues Amount paid the amount
of right-of-use assets (‘ROU assets’). in the nature of loans to companies during the year. (J In lakhs) pending
relates
Further, the Company has made investment in and
(B) The Company has maintained proper records The Maharashtra Value VAT liability including 894 91 FY 2006-07 Joint Commissioner of
provided guarantee to foreign companies (its wholly Added Tax Act, 2002 interest FY 2009-10 Sales Tax (Appeals),
showing full particulars of intangible assets.
owned subsidiaries) during the year, in respect of which: FY 2012-13 Mumbai
(b) The Company has a regular programme of physical FY 2013-14
(a) The Company has provided guarantee to subsidiary
verification of its PPE and relevant details of The Maharashtra Value VAT liability including 24 1 FY 2015-16 Deputy Commissioner of
during the year as per details given below: Added Tax Act, 2002 interest Sales Tax, Mumbai
ROU assets under which the assets are physically
verified in a phased manner over a period of three Guarantees The Central Sales Tax CST liability including 21 4 FY2006-07 Joint Commissioner of
Particulars
years, which in our opinion, is reasonable having (J in lakhs) Act, 2002 interest FY 2009-10 Sales Tax (Appeals),
Aggregate amount provided/granted during 19,850 FY 2012-13 Mumbai
regard to the size of the Company and the nature
the year: FY 2013-14
of its assets. In accordance with this programme,
– Subsidiary Maharashtra Municipal Local Body Tax (LBT) 35 10 FY 2013-14 Deputy Commissioner
certain PPE and relevant details of ROU assets (Amount of loan availed – ₹ 13,913) Corporation Act, 1949 (NMMC)
were verified during the year and no material
Balance outstanding as at balance sheet 19,850 Income-tax Act, 1961 Income tax 9,578 - FY 1999-00 to Gujarat High Court
discrepancies were noticed on such verification. date in respect of above: FY 2012-13
– Subsidiary
(c) The title deeds of all the immovable properties (excluding impact of change in foreign
Income-tax Act, 1961 Income tax 308 232 FY 2013-14 Commissioner of Income
held by the Company (other than properties Tax (Appeals)
exchange rates)
where the Company is the lessee and the lease Income-tax Act, 1961 Income tax 320 320 FY 2014-15 Commissioner of Income
agreements are duly executed in favour of the (b) In our opinion, and according to the information Tax (Appeals)
lessee), disclosed in note 3(b) to the standalone and explanations given to us, the investment Income-tax Act, 1961 Income tax 402 402 FY 2017-18 Commissioner of Income
made and guarantees provided are, prima facie, Tax (Appeals)
financial statements, are held in the name of the
Company. For title deeds of immovable properties not prejudicial to the interest of the Company. Income-tax Act, 1961 Income tax 6 - FY 2018-19 Commissioner of Income
Tax (Appeals)
in the nature of building situated at Chennai and (c) The Company does not have any outstanding
Mahape, Navi Mumbai with net carrying value Income-tax Act, 1961 Income tax 67 67 FY 2020-21 Commissioner of Income
loans and advances in the nature of loans at the Tax (Appeals)
of ₹ 774 lakhs and ₹ 363 lakhs, respectively, as beginning of the current year nor has granted any
at 31 March 2024, which have been mortgaged loans or advances in the nature of loans during the (viii) According to the information and explanations (c) In our opinion and according to the
as security for loans or borrowings taken by the year. Accordingly, reporting under clauses 3(iii) given to us, no transactions were surrendered or information and explanations given to us,
subsidiaries of the Company, confirmations with (c), 3(iii)(d), 3(iii)(e) and 3(iii)(f) of the Order is not disclosed as income during the year in the tax money raised by way of term loan during the
respect to title of the Company have been directly applicable to the Company. assessments under the Income-tax Act, 1961 (43 of year, was applied for the purposes for which
obtained by us from the respective lenders.
(iv) In our opinion, and according to the information 1961) which have not been previously recorded in it was obtained.
(d) The Company has not revalued its PPE (including and explanations given to us, the Company has the books of account.
(d) In our opinion and according to the
ROU assets) or intangible assets during the year. complied with the provisions of section 186 of the (ix) (a) According to the information and information and explanations given to us,
(e) No proceedings have been initiated or are pending Act in respect of investment made and guarantee explanations given to us, the Company has the Company has not raised any funds on
against the Company for holding any benami provided, as applicable. Further, the Company has not defaulted in repayment of its loans or short term basis during the year. Accordingly,
property under the Prohibition of Benami Property not entered into any transactions covered under borrowings or in the payment of interest reporting under clause 3(ix)(d) of the Order is
Transactions Act, 1988 (as amended) and rules section 185 nor granted any loans or provided any thereon to any lender. not applicable to the Company.
made thereunder. security covered under section 186 of the Act.
(b) According to the information and (e) According to the information and
(ii) (a) The Company does not hold any inventory. (v) In our opinion, and according to the information explanations given to us including explanations given to us and on an overall
Accordingly, reporting under clause 3(ii)(a) of the and explanations given to us, the Company has not and representation received from the examination of the standalone financial
Order is not applicable to the Company. accepted any deposits or there are no amounts management of the Company, and on the statements of the Company, the Company
which have been deemed to be deposits within basis of our audit procedures, we report that has not taken any funds from any entity
(b) As disclosed in note 12 to the standalone financial the meaning of sections 73 to 76 of the Act and the Company has not been declared a willful or person on account of or to meet the
statements, the Company has a working capital the Companies (Acceptance of Deposits) Rules, defaulter by any bank or financial institution obligations of its subsidiaries.
limit in excess of ₹ 5 crores, sanctioned by 2014 (as amended). Accordingly, reporting under or government or any government authority.
banks on the basis of security of current assets. clause 3(v) of the Order is not applicable to
Pursuant to the terms of the sanction letters, till the Company.
 Mastek Limited About How We Building a Statutory Financial Shareholder
204 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 205

(f) According to the information and (xii) The Company is not a Nidhi Company and (xvii) The Company has not incurred any cash losses (xx) According to the information and explanations
explanations given to us, the Company has the Nidhi Rules, 2014 are not applicable to it. in the current financial year as well as the given to us, the Company does not have any
not raised any loans during the year on the Accordingly, reporting under clause 3(xii) of the immediately preceding financial year. unspent amounts towards Corporate Social
pledge of securities held in its subsidiaries. Order is not applicable to the Company. Responsibility in respect of any ongoing or other
(xviii) There has been no resignation of the statutory
than ongoing project as at the end of the financial
(x) (a) The Company has not raised any money by (xiii) In our opinion and according to the information auditors during the year. Accordingly, reporting
year. Accordingly, reporting under clause 3(xx) of
way of initial public offer or further public and explanations given to us, all transactions under clause 3(xviii) of the Order is not applicable
the Order is not applicable to the Company.
offer (including debt instruments), during entered into by the Company with the related to the Company.
the year. Accordingly, reporting under clause parties are in compliance with sections 177 (xxi) The reporting under clause 3(xxi) of the Order is
(xix) According to the information and explanations
3(x)(a) of the Order is not applicable to and 188 of the Act, where applicable. Further, not applicable in respect of audit of standalone
given to us and on the basis of the financial
the Company. the details of such related party transactions financial statements of the Company. Accordingly,
ratios, ageing and expected dates of realisation
have been disclosed in the standalone financial no comment has been included in respect of said
(b) During the year, the Company has made of financial assets and payment of financial
statements, as required under Indian Accounting clause under this report.
private placement of its equity shares, liabilities, other information in the standalone
Standard (Ind AS) 24, “Related Party Disclosures”
pursuant to Demerger Co-operation financial statements, our knowledge of the plans
specified in Companies (Indian Accounting
Agreement (‘DCA’) and Shareholders of the Board of Directors and management of the
Standards) Rules 2015 (as amended) as prescribed For Walker Chandiok & Co LLP
Agreement dated 08 February 2020 referred Company and based on our examination of the
under section 133 of the Act. Chartered Accountants
to in note 39 to the accompanying standalone evidence supporting the assumptions, nothing
Firm’s Registration No.: 001076N/N500013
financial statements. Considering that, (xiv) (a) In our opinion and according to the has come to our attention, which causes us to
the private placement made was in the information and explanations given to us, the believe that any material uncertainty exists as
form of non-cash consideration pursuant Company has an internal audit system which on the date of the audit report indicating that Adi P. Sethna
to the DCA, in our opinion and according is commensurate with the size and nature of Company is not capable of meeting its liabilities Partner
to the information and explanations given its business as required under the provisions existing at the date of balance sheet as and when Membership No.: 108840
to us, the Company has complied with the of section 138 of the Act. they fall due within a period of one year from the UDIN: 24108840BKFDPL3553
requirements of section 42 and section 62 of balance sheet date. We, however, state that this
(b) We have considered the reports issued by the Place: Mumbai
the Act and the rules framed thereunder to is not an assurance as to the future viability of
internal auditors of the Company till date for Date: 26 April 2024
the extent applicable. the Company. We further state that our reporting
the period under audit.
is based on the facts upto the date of the audit
(xi) (a) To the best of our knowledge and according
(xv) According to the information and explanation report and we neither give any guarantee nor any
to the information and explanations given to
given to us, the Company has not entered into any assurance that all liabilities falling due within a
us, no fraud by the Company or no fraud on
non-cash transactions with its directors or persons period of one year from the balance sheet date,
the Company has been noticed or reported
connected with its directors and accordingly, will get discharged by the Company as and when
during the period covered by our audit.
reporting under clause 3(xv) of the Order with they fall due.
(b) According to the information and explanations respect to compliance with the provisions of
given to us including the representation made section 192 of the Act are not applicable to
to us by the management of the Company, the Company.
no report under sub-section 12 of section 143
(xvi) The Company is not required to be registered
of the Act has been filed by the auditors in
under section 45-IA of the Reserve Bank of
Form ADT-4 as prescribed under rule 13 of
India Act, 1934. Accordingly, reporting under
Companies (Audit and Auditors) Rules, 2014,
clauses 3(xvi)(a), (b) and (c) of the Order are not
with the Central Government for the period
applicable to the Company.
covered by our audit.
(d) Based on the information and explanations
(c) According to the information and explanations
given to us and as represented by the
given to us, the Company has received
management of the Company, the Group
whistle blower complaint during the year,
(as defined in Core Investment Companies
which has been considered by us while
(Reserve Bank) Directions, 2016) does not
determining the nature, timing, and
have any CIC.
extent of audit procedures.
 Mastek Limited About How We Building a Statutory Financial Shareholder
206 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 207

Annexure – II reference to standalone financial statements include

those policies and procedures that (1) pertain to the
with reference to standalone financial statements may
become inadequate because of changes in conditions,
to the Independent Auditor’s Report of even date to the members of Mastek Limited on the standalone financial
maintenance of records that, in reasonable detail, or that the degree of compliance with the policies or
statements for the year ended 31 March 2024
accurately and fairly reflect the transactions and procedures may deteriorate.
dispositions of the assets of the company; (2) provide
Independent Auditor’s Report on the internal Standards on Auditing issued by the ICAI prescribed reasonable assurance that transactions are recorded Opinion
financial controls with reference to standalone under section 143(10) of the Act, to the extent as necessary to permit preparation of standalone 8. In our opinion, the Company has, in all material
financial statements under clause (i) of sub-section applicable to an audit of internal financial controls with financial statements in accordance with generally respects, adequate internal financial controls with
3 of section 143 of the Companies Act, 2013 reference to standalone financial statements, and the accepted accounting principles, and that receipts and reference to standalone financial statements and such
(the ‘Act’) IFC Guidance Note issued by the ICAI. Those Standards expenditures of the company are being made only in controls were operating effectively as at 31 March 2024,
1. In conjunction with our audit of the standalone and the IFC Guidance Note require that we comply accordance with authorisations of management and based on the internal financial controls with reference
financial statements of Mastek Limited (the with ethical requirements and plan and perform the directors of the company; and (3) provide reasonable to standalone financial statements criteria established
‘Company’) as at and for the year ended 31 March audit to obtain reasonable assurance about whether assurance regarding prevention or timely detection by the Company considering the essential components
2024, we have audited the internal financial controls adequate internal financial controls with reference to of unauthorised acquisition, use, or disposition of the of internal control stated in the IFC Guidance Note
with reference to standalone financial statements of standalone financial statements were established and company’s assets that could have a material effect on issued by the ICAI.
the Company as at that date. maintained and if such controls operated effectively in the standalone financial statements.
all material respects.
Responsibilities of Management and Those Charged Inherent Limitations of Internal Financial Controls For Walker Chandiok & Co LLP
4. Our audit involves performing procedures to obtain
with Governance for Internal Financial Controls with Reference to Standalone Financial Statements Chartered Accountants
audit evidence about the adequacy of the internal
2. The Company’s Board of Directors is responsible for financial controls with reference to standalone 7. Because of the inherent limitations of internal financial Firm’s Registration No.: 001076N/N500013
establishing and maintaining internal financial controls financial statements and their operating effectiveness. controls with reference to standalone financial
based on the internal financial controls with reference Our audit of internal financial controls with reference statements, including the possibility of collusion or
Adi P. Sethna
to standalone financial statements criteria established to standalone financial statements includes obtaining improper management override of controls, material
Partner
by the Company considering the essential components an understanding of such internal financial controls, misstatements due to error or fraud may occur and
Membership No.: 108840
of internal control stated in the Guidance Note on assessing the risk that a material weakness exists, not be detected. Also, projections of any evaluation
UDIN: 24108840BKFDPL3553
Audit of Internal Financial Controls over Financial and testing and evaluating the design and operating of the internal financial controls with reference to
Reporting (‘IFC Guidance Note’) issued by the Institute effectiveness of internal control based on the assessed standalone financial statements to future periods are Place: Mumbai
of Chartered Accountants of India (the ‘ICAI’). These risk. The procedures selected depend on the auditor’s subject to the risk that the internal financial controls Date: 26 April 2024
responsibilities include the design, implementation and judgement, including the assessment of the risks of
maintenance of adequate internal financial controls material misstatement of the standalone financial
that were operating effectively for ensuring the orderly statements, whether due to fraud or error.
and efficient conduct of the Company’s business,
5. We believe that the audit evidence we have obtained
including adherence to the Company’s policies, the
is sufficient and appropriate to provide a basis
safeguarding of its assets, the prevention and detection
for our audit opinion on the Company’s internal
of frauds and errors, the accuracy and completeness
financial controls with reference to standalone
of the accounting records, and the timely preparation
financial statements.
of reliable financial information, as required under
the Act.
Meaning of Internal Financial Controls with
Reference to Standalone Financial Statements
Auditor’s Responsibilities for the Audit of the
Internal Financial Controls with Reference to 6. A company’s internal financial controls with reference
Standalone Financial Statements to standalone financial statements is a process
designed to provide reasonable assurance regarding the
3. Our responsibility is to express an opinion on the
reliability of financial reporting and the preparation of
Company’s internal financial controls with reference
standalone financial statements for external purposes
to standalone financial statements based on our
in accordance with generally accepted accounting
audit. We conducted our audit in accordance with the
principles. A company’s internal financial controls with
 Mastek Limited About How We Building a Statutory Financial Shareholder
208 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 209

Standalone Balance Sheet Standalone Statement of Profit and Loss

as at March 31, 2024 as at March 31, 2024

(` in lakhs) (` in lakhs)
As at As at For the year ended For the year ended
Particulars Note Particulars Note
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
ASSETS INCOME
Non-current assets
Property, plant and equipment 3(a)(i) 3,363 3,266 Revenue from operations 18 37,267 31,339
Right-of-use assets 3(b) 172 22
Other income 19 7,210 7,337
Capital work-in-progress 3(c) 91 433
Investment properties 3(d) - - Total income (1) 44,477 38,676
Goodwill 1,032 -
EXPENSES
Other Intangible assets 3(a)(ii) 306 11
Financial assets Employee benefits expenses 20 25,446 21,346
Investment in subsidiaries 3(e) 78,963 67,383
Investments – others 4(a) 53 53 Finance costs 21 68 44
Other financial assets 4(b) 1,179 843 Depreciation and amortisation expenses 22 1,181 1,303
Deferred tax assets (net) 27(c) 1,118 3,661
Income tax assets (net) 2,008 - Other expenses 23 6,114 5,282
Other non-current assets 5 123 128 Total expenses (2) 32,809 27,975
Total non-current assets 88,408 75,800
Current assets Profit before exceptional items and tax (3 = 1-2) 11,668 10,701
Financial assets Exceptional items- gain (4) 24 - 5,864
Investments 6(a) 1,824 -
Trade receivables 6(b) 4,800 3,757 Profit before tax (5 = 3+4) 11,668 16,565
Cash and cash equivalents 6(c)(i) 763 692 Tax expense/ (credit) 27
Bank balances other than cash and cash equivalents 6(c)(ii) 105 56
Other financial assets 6(d) 1,133 1,134 Current tax 1,306 3,669
Other current assets 7 2,019 2,028
Deferred tax 2,861 (318)
Total current assets 10,644 7,667
Total assets 99,052 83,467 Current tax adjustments relating to earlier years (3,801) -
EQUITY AND LIABILITIES
Total tax expense (net) (6) 366 3,351
EQUITY
Equity share capital 8 1,542 1,526 Net profit for the year (7 = 5-6) 11,302 13,214
Other equity 82,310 72,747
Total equity 83,852 74,273 Other comprehensive income ('OCI')
LIABILITIES Items that will not be reclassified subsequently to profit or loss:
Non-current liabilities
Financial liabilities Defined benefit plan actuarial (loss)/ gain (15) 93
Borrowings 10(a) 4,257 193 Income tax relating to above item 27 26 (28)
Lease liabilities 10(b) 160 23
Other financial liabilities 10(c) 841 223 Items that will be reclassified subsequently to profit or loss:
Provisions 11 1,529 1,102 Effective portion of (losses)/ gains on hedging instruments in cash flow hedges (419) 972
Total non-current liabilities 6,787 1,541 (net)
Current liabilities
Financial liabilities Effective portion of losses on hedging instruments in cash flow hedges reclassified (540) (1,000)
Borrowings 12 702 78 to profit or loss (net)
Lease liabilities 13 29 0
Loss on change in fair value of financial instruments (net) - (261)
Trade payables 14
total outstanding dues of micro enterprises and small enterprises; and - - Income tax relating to above items 27 294 85
total outstanding dues of creditors other than micro enterprises and small 2,318 2,436
enterprises OCI for the year, net of taxes (8) (654) (139)
Other financial liabilities 15 3,461 1,671 Total Comprehensive Income ('TCI') for the year, net of taxes (7+8) 10,648 13,075
Contract liabilities 138 251
Other current liabilities 16 731 595 Earnings per share (in ₹) 25
Provisions 17 1,034 1,020 (Equity shares of face value ₹ 5 each)
Current tax liability (net) - 1,602
Total current liabilities 8,413 7,653 Basic 36.99 43.85
Total liabilities 15,200 9,194
Diluted 36.63 43.07
Total equity and liabilities 99,052 83,467
The accompanying notes form an integral part of the standalone financial statements The accompanying notes form an integral part of the standalone financial statements
As per our report of even date attached. 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 For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Chartered Accountants Chartered Accountants
Firm Registration No.: 001076N/N500013 Firm Registration No.: 001076N/N500013
Ashank Desai Rajeev Grover Ashank Desai Rajeev Grover
Chairman Director Chairman Director
DIN: 00017767 DIN: 00058165 DIN: 00017767 DIN: 00058165
Adi P. Sethna Place: New York, USA Place: Vancouver, Canada Adi P. Sethna Place: New York, USA Place: Vancouver, Canada
Partner Partner
Membership No.: 108840 Hiral Chandrana Arun Agarwal Dinesh Kalani Membership No.: 108840 Hiral Chandrana Arun Agarwal Dinesh Kalani
Chief Executive Officer Global Chief Financial officer Sr. Vice President – Group Company Secretary Chief Executive Officer Global Chief Financial officer Sr. Vice President – Group Company Secretary
Place: Mumbai, India Place: Chicago, USA Place: Mumbai, India (Membership Number: FCS 3343) Place: Mumbai, India Place: Chicago, USA Place: Mumbai, India (Membership Number: FCS 3343)
Date: April 26, 2024 Place: Miami, USA Date: April 26, 2024 Place: Miami, USA
 Mastek Limited About How We Building a Statutory Financial Shareholder
210 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 211

Standalone Statement of Cash Flows Standalone Statement of Cash Flows

as at March 31, 2024 as at March 31, 2024

(` in lakhs) (` in lakhs)
For the year ended For the year ended For the year ended For the year ended
Particulars Particulars
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023

Cash flows from operating activities Cash flows from financing activities
Profit before taxes 11,668 16,565 Proceeds from issue of shares under the employee stock option schemes 55 244
Adjustments for: Proceeds from long term borrowings 4,790 94
Interest income (204) (80) Repayment of long term borrowings (103) (86)
Investment at FVTPL - net change in fair value (74) - Movement in unclaimed dividend bank accounts (14) (3)
Guarantee commission (499) (198) Dividends paid (5,810) (5,738)
Employee stock compensation expenses 112 141 Payment of principal portion of lease liabilities (42) (38)
Finance costs 68 44 Interest paid on finance lease (19) (4)
Depreciation and amortisation 1,181 1,303 Other finance charges (28) (20)
Allowance for expected credit loss and bad debts written off 114 345 Net cash used in financing activities (C) (1,171) (5,551)
Net gain on foreign currency translation (19) (1) Net increase/(decrease) in cash and cash equivalents during the year 71 (878)
Exceptional item (Refer note 24) - (5,864) Cash and cash equivalents at the beginning of the year 692 1,570
Dividend from subsidiary (5,612) (5,714) Cash and cash equivalents at the end of the year [Refer note 6(c)(i)] 763 692
Profit on sale of property, plant and equipment, net (51) (12) The above standalone statement of cash flows has been prepared under the “Indirect Method” as set out in Ind AS 7 “Statement of Cash
Profit on sale of current investments (25) (396) Flows” specified under section 133 of the Companies Act, 2013 (the ‘Act’).
Rental income (7) (234) Refer note 10(a) for cashflow changes in liabilities arising from financing activities
Operating profit before working capital changes 6,652 5,899 The accompanying notes form integral part of the standalone financial statements
Changes in working capital As per our report of even date attached
(Increase)/ decrease in trade receivables (350) 1,946
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Increase in advances and other assets (188) (186) Chartered Accountants
Firm Registration No.: 001076N/N500013
Increase/ (decrease) in trade payables, other liabilities and provisions 1,306 (673) Ashank Desai Rajeev Grover
Cash generated from operating activities before taxes 7,420 6,986 Chairman Director
DIN: 00017767 DIN: 00058165
Income taxes paid, net of refunds (702) (1,579) Adi P. Sethna Place: New York, USA Place: Vancouver, Canada
Net cash generated from operating activities (A) 6,718 5,407 Partner
Membership No.: 108840 Hiral Chandrana Arun Agarwal Dinesh Kalani
Cash flows from investing activities Chief Executive Officer Global Chief Financial officer Sr. Vice President – Group Company Secretary
Proceeds from sale of property, plant and equipment and investment property 95 4,445 Place: Mumbai, India Place: Chicago, USA Place: Mumbai, India (Membership Number: FCS 3343)
Date: April 26, 2024 Place: Miami, USA
Taxes on proceeds from sale of investment property - (750)
Purchase of property, plant and equipment and intangible assets (716) (1,768)
Purchase consideration paid for acquisition of/ further investment in subsidiary, net of cash (7,770) (14,865)
and cash equivalents (Refer note 39)
Purchase consideration paid for slump purchase (Refer note 39(c)) (1,050) -
Dividend from subsidiary (Refer note 19) 5,612 5,714
Rental income 7 277
Guarantee commission received 193 209
(Investment in)/ liquidation of short term bank deposits (35) 3,426
Purchase of short term investments (18,423) (13,934)
Proceeds from sale of short term investments 16,622 16,581
Taxes on proceeds from sale of short term investments (11) (69)
Net cash used in investing activities (B) (5,476) (734)
Standalone Statement of Changes in Equity
212

as at March 31, 2024

Equity share capital (Refer note 8)

(` in lakhs)
Particulars Amount
Mastek Limited

Balance as at April 1, 2023 1,526

Add: Shares issued on exercise of stock options 8
Annual Report 2023-24

Add: Issue of share pursuant to acquisition of non controlling interest in Mastek Enterprise Solutions Private Limited (Refer note 39(a)) 8
Balance as at March 31, 2024 1,542
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 (Refer note 39(a)) 16
Balance as at March 31, 2023 1,526

Other equity
(` in lakhs)
Reserve and Surplus OCI
Total
Particulars Capital Share options Remeasurement Effective Fair value of changes other
Securities General Retained
redemption outstanding of defined portion of cash in other financial equity
premium reserve earnings
reserve account benefit plans flow hedge instruments
Balance as at April 1, 2023 1,539 39,450 1,358 22 29,050 401 927 - 72,747
TCI for the year ended March 31, 2024
Profit for the year - - - - 11,302 - - - 11,302
OCI (net of taxes) - - - - - 11 (665) - (654)
TCI for the year - - - - 11,302 11 (665) - 10,648
Transactions with owners of the Company
(i) Contributions and distributions
Issue of equity share on exercise of employee share option - 47 - - - - - - 47
Equity settled share based payment - - 890 - - - - - 890
Transferred to securities premium on share options exercised - 648 (648) - - - - - -
Cash dividends - - - - (5,824) - - - (5,824)
ESOP adjustments * - - (36) 36 - - - - -
Total contributions and distributions - 695 206 36 (5,824) - - - (4,887)
(ii) Changes in ownership interests
Issue of share pursuant to acquisition of non controlling interest in - 3,802 - - - - - - 3,802
Mastek Enterprise Solutions Private Limited (Refer note 39(a))
Total changes in ownership interests - 3,802 - - - - - - 3,802
Total transactions with owners of the Company - 4,497 206 36 (5,824) - - - (1,085)
Balance as at March 31, 2024 1,539 43,947 1,564 58 34,528 412 262 - 82,310

(` in lakhs)
Reserve and Surplus OCI
Total
Particulars Capital Share options Remeasurement Effective Fair value of changes other
Securities General Retained
redemption outstanding of defined portion of cash in other financial equity
premium reserve earnings
reserve account benefit plans flow hedge instruments
Balance as at April 1, 2022 1,539 32,951 1,144 - 21,577 336 943 188 58,678
TCI for the year ended March 31, 2023
Profit for the year - - - - 13,214 - - - 13,214
About
Mastek

OCI (net of taxes) - - - - - 65 (16) (188) (139)

TCI for the year - - - - 13,214 65 (16) (188) 13,075
Transactions with owners of the Company
(i) Contributions and distributions
Issue of equity shares on share options exercised - 235 - - - - - - 235
Equity settled share based payment - - 563 - - - - - 563
How We

Transferred to securities premium on share options exercised - 327 (327) - - - - - -

Create Value

Cash dividends - - - - (5,741) - - - (5,741)

ESOP adjustments* - - (22) 22 - - - - -
Total contributions and distributions - 562 214 22 (5,741) - - - (4,943)
(ii) Changes in ownership interests
Issue of share pursuant to acquisition of non controlling interest in - 5,937 - - - - - - 5,937
Mastek Enterprise Solutions Private Limited (Refer note 39(a))
Building a

Total changes in ownership interests - 5,937 - - - - - - 5,937

Sustainable Future

Total transactions with owners of the Company - 6,499 214 22 (5,741) - - - 994
Balance as at March 31, 2023 1,539 - 39,450 1,358 22 29,050 401 927 - 72,747
* ESOP adjustment reflects vested stock options lapsed during the year.
The accompanying notes form integral part of the standalone financial statements
Reports
Statutory

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
Chartered Accountants
Firm Registration No.: 001076N/N500013
Ashank Desai Rajeev Grover
Chairman Director
Financial

DIN: 00017767 DIN: 00058165

Statements

Adi P. Sethna Place: New York, USA Place: Vancouver, Canada

Partner
Membership No.: 108840 Hiral Chandrana Arun Agarwal Dinesh Kalani
Chief Executive Officer Global Chief Financial officer Sr. Vice President – Group Company Secretary
Place: Mumbai, India Place: Chicago, USA Place: Mumbai, India (Membership Number: FCS 3343)
Date: April 26, 2024 Place: Miami, USA
Information
Shareholder
213
 Mastek Limited About How We Building a Statutory Financial Shareholder
214 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 215

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
1 Company overview b. Basis of preparation and productivity. Provisions for estimated at the rates that have been enacted or
Mastek Limited (the 'Company') is a public limited The standalone financial statements have been losses, if any, on uncompleted contracts are substantively enacted at the reporting date.
company domiciled in India and incorporated under the prepared on a historical cost convention and on an recorded in the period in which such losses The ultimate realisation of deferred tax
provisions of the Companies Act, 1956. Its shares are accrual basis, except for the following items that become probable based on the expected assets is dependent upon the generation of
listed on the Bombay Stock Exchange (BSE) and National have been measured at fair value as required by contract estimates at the reporting date. future taxable profits during the periods in
Stock Exchange (NSE). The Company’s registered relevant Ind AS: This ensures that the standalone financial which those temporary differences become
office is located at 804/805, President House, Opp. C statements reflect the expected outcome of deductible. The Company considers the
i. Derivative financial instruments; the contract, taking into account all available expected reversal of deferred tax liabilities
N Vidyalaya, Near Ambawadi Circle, Ahmedabad - 380
006, Gujarat, India. The Company is a provider of ii. Certain financial assets and liabilities information at the reporting date. and projected future taxable income in
vertically-focused enterprise technology solutions. measured at fair value; refer accounting making this assessment. The amount of the
For fixed price contracts, the Company
policy on financial instrument deferred tax assets considered realisable,
The portfolio of the Company’s offering includes business satisfies performance obligations over time
however, could be reduced in the near term
and technology services comprising of Application iii. Share based payment transactions; and as efforts or costs are expended, provided
if estimates of future taxable income during
Development, Application Maintenance, Business that certain criteria are met. This is because
iv. Defined benefit and other long-term the carry forward period are reduced.
Intelligence and Data Warehousing, Testing & Assurance the Company's efforts or costs expended
employee benefits. represent progress towards completion and
and Legacy Modernisation. The Company carries out its (iv) Defined benefit plans and compensated
operations in India and has its software development All the assets and liabilities have been classified there is a direct relationship between input
absences:
centers in India at Mumbai, Pune, Chennai and Mahape. as current and non-current as per the Company's and productivity. Therefore, revenue is
recognized as the Company performs work The cost of the defined benefit plans,
normal operating cycle which does not exceed
or incurs costs, reflecting the proportion of compensated absences and the present value
2 Basis of preparation and presentation 12 months.
completion achieved. of the defined benefit obligations are based
a. General information and statement of on actuarial valuation using the projected
compliance c. Use of estimate and judgement Transaction price and amount allocated to unit credit method. An actuarial valuation
These standalone financial statements have been The preparation of standalone financial performance obligations - The transaction involves making various assumptions that
prepared in accordance with Indian Accounting statements in conformity with Ind AS requires price is the amount of consideration to may differ from actual developments in the
Standards ('Ind AS') prescribed under section 133 management to make judgments, estimates which the Company expects to be entitled in future. These include the determination of
of the Companies Act, 2013 (the 'Act') read with and assumptions that affect the application of exchange for transferring agreed services to the discount rate, future salary increases,
Companies (Indian Accounting Standards) Rules, accounting policies and the reported amounts of a customer. attrition rate and mortality rates. Due to
2015 (as amended), and the presentation and assets, liabilities, income and expenses. Actual the complexities involved in the valuation
The transaction price is allocated to
disclosure requirement of Division II of Schedule results may differ from these estimates. Estimates and its long-term nature, a defined benefit
each performance obligation based on its
III to the Act and the guidelines issued by the and underlying assumptions are reviewed obligation is highly sensitive to changes
standalone selling price if it is distinct,
Securities and Exchange Board of India ('SEBI') to on a periodic basis. Revisions to accounting in these assumptions. All assumptions are
or alternatively, an estimation method is
the extent applicable. The accounting policies for estimates are recognised in the period in which reviewed at each reporting date.
used to allocate the transaction price to
the years ended March 31, 2024 and March 31, 2023 the estimates are revised and in any future
performance obligations in the contract. This
are consistent. periods affected. In particular, information about (v) Property, plant and equipment:
allocation is based on the relative standalone
significant areas of estimation, uncertainty and
The revision to standalone financial statements is selling prices of each distinct performance The change in respect of periodic
critical judgments in applying accounting policies
permitted by Company's Board of Directors after obligation. Any uncertainty or variability depreciation is derived after determining
that have the most significant effect on the
obtaining necessary approvals or at the instance in the transaction price is estimated and an estimate of an assets expected useful
amounts recognised in the standalone financial
of regulatory authorities as per the provisions of included in the allocation of the transaction life and the expected residual value at
statements is included in the following notes:
the Act. price to each performance obligation. the end of its life. The useful lives and
residual values of the Company's assets
These standalone financial statements of the (i) Revenue recognition:
(ii) 
Income taxes: are determined by the management at the
Company ('financial statements') as at and for the 
Timing of satisfaction of performance time the asset is acquired and reviewed
Significant judgments are involved in
year ended March 31, 2024 were approved and obligations - The Company applies the periodically, including at each financial year
determining the provision for income taxes,
authorised by the Company’s board of directors percentage of completion method in end. The estimated useful lives are based on
including the amount expected to be paid
on April 26, 2024. All amounts included in the accounting for its fixed price contracts. Use historical experience with similar assets as
or recovered in connection with uncertain
standalone financial statements are reported in of the percentage of completion method well as anticipation of future events, which
tax positions.
Indian rupees (in lakhs) except share and per share requires the Company to estimate the efforts may impact their life, such as changes in
data, unless otherwise stated and "0" denotes or costs expended to date as a proportion technology. Depreciation of PPE is calculated
(iii) Deferred tax:
amounts less than fifty thousands rupees. These of the total efforts or costs to be expended. on straight-line basis over the useful life
standalone financial statements are separate Efforts or costs expended have been used Deferred tax is recorded on temporary
estimated by the management either based
financial statements of the Company under Ind AS to measure progress towards completion as differences between the tax bases of assets
on technical evaluation or those prescribed
27 “Separate Financial Statements” (‘Ind AS 27’). there is a direct relationship between input and liabilities and their carrying amounts,
under schedule II of the Act.
 Mastek Limited About How We Building a Statutory Financial Shareholder
216 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 217

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(vi) Intangible assets: account”. The amount recognised as expense An asset is treated as impaired when the to, or has rights to, variable returns from
The charge in respect of periodic is adjusted to reflect the impact of the carrying value exceeds its recoverable value. its involvement with the entity and has the
amortisation is derived after determining revision in estimates based on number of The recoverable amount is the higher of the ability to affect those returns through its
an estimate of the expected useful life and options that are expected to vest, in the fair value less cost to sell and the value in power to direct the relevant activities of
the expected residual value at the end of standalone statement of profit and loss with use. In assessing value in use, the estimated the entity.
its useful life. Amortisation of intangible a corresponding adjustment to equity. future cash flows are discounted to the
Estimates and judgements are continuously
assets is calculated on straight-line basis present value using a pre-tax discount rate
evaluated. These are based on historical
over the useful life estimated by the (x) Leases: that reflects current market assessment of
experience and other factors including
management which reflects the manner in Ind AS 116 “Leases” ('Ind AS 116') requires the time value of money and risk specific to
expectation of future events that may
which the economic benefit is expected to lessees to determine the lease term as the the assets. An impairment loss is charged to
have financial impact on the Company and
be generated. non-cancellable period of a lease adjusted the standalone statement of profit and loss
that are believed to be reasonable under
with any option to extend or terminate the in the year in which an assets is identified
the circumstances.
(vii) Expected credit losses on financial assets: lease, if the use of such option is reasonably as impaired. After impairment, depreciation
certain. The Company makes an assessment or amortisation is provided on the revised
On application of Ind AS 109 "Financial d. Summary of material accounting policy
on the expected lease term on a lease-by- carrying amount of the asset over its
instruments" ('Ind AS 109'), the impairment information
lease basis and thereby assesses whether remaining useful life.
provisions of financial assets are based
on assumptions about risk of default and it is reasonably certain that any options to (i) Functional and presentation currency
extend or terminate the contract will be (xii) Contingent liabilities:
expected timing of collection. The Company Items included in the standalone financial
uses judgment in making these assumptions exercised. In evaluating the lease term, Contingent liability is possible obligation that statements of the Company are measured
and selecting the inputs to the impairment the Company considers factors such as arises from past events and the existence using the currency of the primary
calculation, based on the Company’s history any significant leasehold improvements of which will be confirmed only by the economic environment in which the entity
of collections, customer’s credit-worthiness, undertaken over the lease term, costs occurrence or non-occurrence of one or operates (i.e. the 'functional currency').
existing market conditions as well as relating to the termination of the lease and more uncertain future events not wholly The standalone financial statements are
forward looking estimates at the end of each the importance of the underlying asset to within the control of the Company or a presented in Indian Rupee, the national
reporting period. Company’s operations taking into account present obligation that arises from the past currency of India, which is the functional
the location of the underlying asset and the events where it is either not probable that currency of the Company.
(viii) Provisions: availability of suitable alternatives. The lease an outflow of resources will be required to
term in future periods is reassessed to ensure settle the obligation or a reliable estimate (ii) Foreign currency transactions and
Provision is recognised when the Company
that the lease term reflects the current of the amount cannot be made. Initially, balances
has a present obligation as a result of past
economic circumstances. Company makes an assessment of whether a
event and it is probable that an outflow Foreign currency transactions of the
transaction is to be disclosed as contingent
of resources will be required to settle the Where the rate implicit in the lease is not Company are accounted at the exchange
liability or to be recorded as provision.
obligation, in respect of which a reliable readily available, an incremental borrowing rates prevailing on the date of the
Also at each balance sheet date, basis the
estimate can me made. Provisions (excluding rate is applied. This incremental borrowing transaction. Monetary assets and liabilities
management judgement, changes in facts
defined benefit obligation and compensated rate reflects the rate of interest that the are translated at each reporting date based
and legal aspects, the Company assesses
absences) are not discounted to its present lessee would have to pay to borrow over on the rate prevailing on such date. Gains
the requirement of provisions against the
value and are determined based on best a similar term, with a similar security, the and losses resulting from the settlement of
outstanding contingent liabilities. However,
estimate required to settle obligation at the funds necessary to obtain an asset of a foreign currency monetary items and from
the actual future outcome may be different
balance sheet date. These are reviewed at similar nature and value to the right-of-use the translation of monetary assets and
from this judgement.
each balance sheet date adjusted to reflect asset in a similar economic environment. liabilities denominated in foreign currencies
the current best estimates. Determination of the incremental borrowing are recognised in the standalone statement
(xiii) Fair value measurements:
rate requires estimation. of profit and loss. Non-monetary assets and
(ix) Share-based payments: Management applies valuation techniques liabilities are continued to be carried at rates
(xi) Evaluation of indicators for impairment of to determine fair value of financial assets of initial recognition.
At the grant date, fair value of options
assets: and liabilities (where active market quotes
granted to employees is recognised
are not available). This involves developing (iii) Financial instruments
as employee benefit expense, with The evaluation of applicability of indicators
estimates and assumptions around volatility
corresponding increase in equity, over of impairment of assets requires assessment A. Initial recognition and measurement
and dividend yield etc. which may affect the
the period that the employee become of several external and internal factors which The Company recognises financial assets and
value of financial assets and liabilities.
unconditionally entitled to the option. The could result in deterioration of recoverable liabilities when it becomes a party to the
increase in equity recognised in connection amount of the assets. The carrying amount contractual provisions of the instrument.
(xiv) Control:
with share based payment transaction is of assets are reviewed at each balance sheet Financial assets (except trade receivables)
presented as a separate component in date if there is any indication of impairment Subsidiaries are all entities over which the
and financial liabilities are recognised at
equity under “Share options outstanding based on internal and external factors. Company has control. The Company controls
fair value on initial recognition. Transaction
an entity when the Company is exposed
costs that are directly attributable to the
 Mastek Limited About How We Building a Statutory Financial Shareholder
218 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 219

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
acquisition or issue of financial assets and contracts is generally a bank. These (iv) Current versus non-current classification expenditure directly attributable to
liabilities that are not at fair value through derivative instruments are designated 1. An asset is considered as current when it is: acquisition which are capitalised until
profit or loss are added to the fair value on as cash flow hedges. the PPE are ready for use, as intended by
initial recognition. Regular purchase and sale (a) Expected to be realised or intended management, including non-refundable taxes.
The hedge accounting is discontinued to be sold or consumed in the normal
of financial assets are recognised on the trade
when the hedging instrument are expired operating cycle, or Any trade discount and rebates are deducted
date. Further, trade receivables are measured
or sold, terminated or no longer qualifies in arriving at the purchase price.
at transaction price on initial recognition. (b) Held primarily for the purpose of
for hedge accounting. The cumulative
trading, or The cost of PPE acquired in a business
B. Subsequent measurement gain or loss on the hedging instruments
combination is recorded at fair value on the
Non-derivative financial instruments recognised in hedging reserve till the (c) Expected to be realised within twelve date of acquisition. The fair value is taken
period hedge was effective remains in cash months after the reporting period, or
a. Financial assets carried at amortised cost as per the report of independent valuer. The
flow hedging reserve until the forecasted
A financial asset is subsequently measured at (d) Cash or cash equivalents unless cost comprises purchase price, borrowing cost
transaction occur. The cumulative gain or
amortised cost if it is held within a business restricted from being exchanged or used if capitalisation criteria are met and directly
loss previously recognised in the cash flow
model whose objective is to hold the asset in to settle a liability for at least twelve attributable cost of bringing the asset to its
hedging reserve is transferred to profit
order to collect contractual cash flows and months after the reporting period. working condition for the intended use.
or loss upon the occurrence of related
the contractual terms of the financial asset forecasted transactions. An item of PPE initially recognised is
2. All other assets are classified as non-current.
give rise on specified dates to cash flows that de-recognised upon disposal or when no
are solely payments of principal and interest Changes in the fair value of the derivative 3. Liability is considered as current when it is: future economic benefits are expected
on the principal amount outstanding. hedging instrument designated as a cash flow
(a) Expected to be settled in the normal from its use or disposal.
hedge are recognised in OCI and presented
b. Financial assets at fair value through within equity in the cash flow hedging reserve operating cycle, or Gains or losses arising from disposals of assets
Other Comprehensive Income ('FVOCI') to the extent that the hedge is effective. are measured as the difference between the
(b) Held primarily for the purpose of
A financial asset is subsequently measured To the extent that the hedge is ineffective, trading, or net disposal proceeds and the carrying value
at FVOCI if it is held within a business changes in fair value are recognised in the of the asset on the date of disposal and are
model whose objective is achieved by both standalone statement of profit and loss. (c) Due to be settled within twelve months recognised in the standalone statement of
collecting contractual cash flows and selling after the reporting period, or profit and loss, in the period of disposal.
The Company’s policy is to recognise
financial assets and the contractual terms (d) There is no unconditional right to
transfers into and transfers out of fair The Company depreciates PPE over their
of the financial asset give rise on specified defer the settlement of the liability
value hierarchy levels as at the end of the estimated useful lives using the straight-line
dates to cash flows that are solely payments for at least twelve months after the
reporting period. method. The estimated useful lives of PPE
of principal and interest on the principal reporting period. for the current and comparative periods are
amount outstanding. C. De-recognition of financial instruments
4. All other liabilities are classified as non- as follows:
c. Financial assets at fair value through The Company derecognises a financial asset
current.
profit or loss ('FVTPL') when the contractual right to receive the Category Estimated useful life

cash flows from the financial asset expire or 5. Deferred tax assets and liabilities are Building 25 - 30 years
A financial asset which is not classified in any
it transfers the financial asset. A financial classified as non-current assets and liabilities. Computers 2 - 4 years
of the above categories are subsequently fair
liability is derecognised when the obligation Plant and equipment 2 - 5 years
valued through profit or loss. 6. All assets and liabilities have been classified
under the liability is discharged, cancelled
as current or non-current as per the Furniture and fixtures 5 years
d. Financial liabilities or expires.
Company's operating cycle and other criteria Office equipment 5 years
Financial liabilities are subsequently carried D. Offsetting of financial instruments set out in Schedule III to the Act. Based on Vehicles 5 years
at amortised cost using the effective the nature of services and the time between
Financial assets and financial liabilities are Leasehold 5-15 years i.e. lower of life
interest method. For trade and other the acquisition of assets for processing and
offset and the net amount is reported in improvement of the asset or the primary
payables maturing within one year from the their realisation in cash and cash equivalents, period of lease
the balance sheet if there is a currently
balance sheet date, the carrying amounts the Company has ascertained its operating Leasehold land Lease term ranging from
enforceable legal right to offset the
approximate fair value due to the short cycle as a period not exceeding twelve 95-99 years
recognised amounts and there is an intention
maturity of these instruments. months for the purpose of current and non-
to settle on a net basis or to realise the assets In case of certain PPE, the Company uses useful
Derivative instruments and settle the liabilities simultaneously. current classification of assets and liabilities.
life different from those specified in Schedule II
The Company holds derivative financial The legally enforceable right must not be of the Act which is duly supported by technical
contingent on future events and must be (v) Property, plant and equipment ('PPE')
instruments i.e., foreign exchange forward evaluation. The management believe that
contracts, to mitigate the risk of changes enforceable in the normal course of business PPE are stated at historical cost, less these estimated useful lives are realistic and
in exchange rates on foreign currency and in the event of default, insolvency or accumulated depreciation and impairment reflect fair approximation of the period over
exposures. The counterparty for these bankruptcy of the group or the counterparty. losses, if any. Historical costs include which the assets are likely to be used.
 Mastek Limited About How We Building a Statutory Financial Shareholder
220 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 221

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
Depreciation methods, estimated useful lives (vii) Leases i. Right of use assets (viii) Impairment of assets
and residual values are reviewed at each The determination of whether an arrangement ROU assets are depreciated from the a. Non-financial assets
reporting date. Depreciation on addition to is (or contains) a lease is based on the commencement date on a straight-line Intangible assets, ROU assets and PPE are
PPE or on disposal of PPE is calculated pro-rata substance of the arrangement at the inception basis over the shorter of the lease evaluated for recoverability whenever events
from the month of such addition or upto the of the lease. The arrangement is, or contains, term and useful life of the underlying or changes in circumstances indicate that their
month of such disposal as the case may be. a lease if fulfilment of the arrangement is asset. ROU assets are evaluated for carrying amounts may not be recoverable.
Capital work-in-progress includes PPE under dependent on the use of a specific asset or recoverability whenever events or For the purpose of impairment testing, the
construction and not ready for intended use assets and the arrangement conveys a right changes in circumstances indicate recoverable amount (i.e., the higher of the
as on the balance sheet date. to use the asset or assets, even if that right is that their carrying amounts may not fair value less cost to sell and the value in
not explicitly specified in an arrangement. be recoverable. For the purpose of use) is determined on an individual asset basis
(vi) Intangible assets impairment testing, the recoverable unless the asset does not generate cash flows
As a lessee
amount (i.e., the higher of the fair value that are largely independent of those from
Intangible assets acquired separately are The Company assesses whether a contract less cost to sell and the value-in-use) is other assets. In such cases, the recoverable
initially recognised at cost of acquisition contains a lease, at inception of a contract. determined on an individual asset basis amount is determined for the CGU to which
which includes purchase price including A contract is, or contains, a lease if the unless the asset does not generate cash the asset belongs.
import duties and non-refundable taxes, if contract conveys the right to control the use flows that are largely independent of
any and further includes directly attributable of an identified asset for a period of time in If such assets are considered to be impaired,
those from other assets. In such cases,
cost of preparing the asset for its intended exchange for consideration. To assess whether the impairment to be recognised in the
the recoverable amount is determined
use. Identifiable intangible assets are a contract conveys the right to control the standalone statement of profit and loss
for the Cash Generating Unit ('CGU') to
recognised when it is probable that future use of an identified asset, the Company is measured by the amount by which the
which the asset belongs.
economic benefits attributed to the asset assesses whether: (i) the contract involves carrying value of the assets exceeds the
will flow to the Company and the cost the use of an identified asset (ii) the Company estimated recoverable amount of the
ii. Lease liabilities
of the asset can be reliably measured. has substantially all of the economic benefits asset. An impairment loss is reversed in the
Following initial recognition, intangible The lease liability is initially measured
from use of the asset through the period of standalone statement of profit and loss if
assets are carried at cost less accumulated at amortised cost at the present value
the lease and (iii) the Company has the right there has been a change in the estimates
amortisation and impairment losses, if any. of the future lease payments. The
to direct the use of the asset. used to determine the recoverable amount.
The amortisation of an intangible asset with lease payments are discounted using
The carrying amount of the asset is increased
a finite useful life reflects the manner in At the date of commencement of the lease, the interest rate implicit in the lease
to its revised recoverable amount, provided
which the economic benefit is expected to the Company recognises a right of use asset or, if not readily determinable, using
that this amount does not exceed the carrying
be generated. The estimated useful life of (‘ROU’) and a corresponding lease liability for the incremental borrowing rates in the
amount that would have been determined
amortisable intangibles are reviewed and all lease arrangements in which it is a lessee, country of domicile of these leases.
(net of any accumulated amortisation or
where appropriate are adjusted, annually. except for leases with a term of twelve Lease liabilities are remeasured with a
depreciation) had no impairment loss been
months or less (short-term leases) and leases corresponding adjustment to the related
Gains or losses arising from derecognition recognised for the asset in prior years.
for low value asset. For these short-term ROU asset if the Company changes its
of an intangible asset are measured as the leases and leases for low-value assets, the assessment on whether it will exercise b. Financial assets
difference between the net disposal proceeds Company recognises the lease payments as an extension or a termination option. The Company assesses at each date of
and the carrying amount of the asset on the an operating expense on a straight-line basis balance sheet whether a financial asset
date of disposal and are recognised in the over the term of the lease. As a lessor: or a group of financial assets is impaired.
standalone statement of profit and loss when
Certain lease arrangements include the Leases for which the Company is a lessor Ind AS 109 requires expected credit losses
the asset is derecognised.
options to extend or terminate the lease is classified as a finance or operating to be measured through a loss allowance.
Amortisation on addition to intangible before the end of the lease term. ROU assets lease. Whenever the terms of the lease The Company recognises lifetime expected
assets or on disposal of intangible assets is and lease liabilities includes these options transfer substantially all the risks and losses for all trade receivables and contract
calculated pro-rata from the month of such when it is reasonably certain that they will rewards of ownership to the lessee, assets that do not constitute a financing
addition or upto the month of such disposal be exercised. The ROU assets are initially the contract is classified as a finance component. In determining the allowances
as the case may be. recognised at cost, which comprises the lease. All other leases are classified as for doubtful trade receivables and contract
initial amount of the lease liability adjusted operating leases assets, the Company has used a practical
The estimated useful lives of the amortisable
for any lease payments made at or prior expedient by computing the expected credit
intangible assets for the current and For operating leases, rental income
to the commencement date of the lease loss allowance for trade receivables and
comparative periods are as follows: is recognised on a straight-line basis
plus any initial direct costs less any lease contract assets based on a provision matrix.
over the term of the relevant lease.
Category Estimated useful life incentives. They are subsequently measured Contingent rents are recognised as
Computer software 1 - 5 years at cost less accumulated depreciation and revenue in the period in which they
impairment losses, if any. are earned.
 Mastek Limited About How We Building a Statutory Financial Shareholder
222 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 223

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
The provision matrix takes into account (b) Defined benefit plan equivalent to salary payable for number of from "Share options outstanding account"
historical credit loss experience and is The Company has defined benefit plans days of accumulated leave balance. Liability to "General reserve".
adjusted for forward-looking information. for post employment benefits in the form for such benefits is provided on the basis of
The expected credit loss allowance is based of gratuity for its employees in India. actuarial valuations, as at the balance sheet (xi) Provisions, contingent liabilities and
on the ageing of the receivables that are due The gratuity scheme of the Company is date, carried out by an independent actuary contingent assets
and allowance rates used in the provision administered through LIC. Liability/asset using the projected unit credit method. Provisions are recognised when the Company
matrix. For all other financial assets, for defined benefit plans is recognised Actuarial gains and loss are recognised in the has a present obligation as a result of past
expected credit losses are measured at an on the basis of actuarial valuations, as at standalone statement of profit and loss during events, for which it is probable that an
amount equal to the 12-months expected the balance sheet date, carried out by an the period in which they arise. outflow of resources embodying economic
credit losses or at an amount equal to the independent actuary. The actuarial valuation benefits will be required to settle the
B. Short-term employee benefits
lifetime credit losses if the credit risk on the method used by independent actuary which obligation and a reliable estimate of the
financial asset has increased significantly The undiscounted amount of short term
is the net of the present value of defined amount can be made. A disclosure for a
since initial recognition. employee benefits expected to be paid
obligation and the fair value of plan assets. contingent liability is made where there is
in exchange for the services rendered
When determining whether the credit risk of The actuarial valuation method used by a possible obligation that arises from past
by employees is recognised in the year
a financial asset has increased significantly independent actuary for measuring the events and the existence of which will be
during which the employee rendered the
since initial recognition, the Company liability is the projected unit credit method. confirmed only by the occurrence or non-
services. These benefits include salary and
considers reasonable and supportable occurrence of one or more uncertain future
Actuarial gains or losses are recognised in performance incentives etc.
information that is relevant and available events not wholly within the control of the
OCI. Further, the profit or loss does not
without undue cost or effort. This includes C. Termination benefits Company or a present obligation that arises
include an expected return on plan assets.
both quantitative and qualitative information Termination benefits, including those in from the past events where it is either not
Instead net interest recognised in profit or
and analysis, based on the Company's the nature of voluntary retirement benefits probable that an outflow of resources will
loss is calculated by applying the discount
historical experience and informed or those arising from restructuring, are be required to settle the obligation or a
rate used to measure the defined benefit
credit assessment, that includes forward- recognised in the standalone statement of reliable estimate of the amount cannot be
obligation to the net defined benefit
looking information. profit and loss when the Company has a made. Provisions are reviewed regularly and
liability or asset. The discount rate used
present obligation as a result of past event, are adjusted where necessary to reflect the
The Company assumes that the credit risk on is with reference to the market yields on
when a reliable estimate can be made of the current best estimates of the obligation.
a financial asset has increased significantly government bonds for a term approximating
amount of the obligation and it is probable Where the Company expects a provision
if it is more than 90 days past due (inclusive with the term of the related obligation. The
that an outflow of resources embodying to be reimbursed, the reimbursement is
of additional 60 days over and above 30 days actual return on the plan assets above or
economic benefits will be required to settle recognised as a separate asset, only when
rebuttable presumption, where the delay below the discount rate is recognised as part
the obligations. such reimbursement is virtually certain.
could be due to administrative oversight of re-measurement of net defined liability or
which is considered normal in the industry asset through other comprehensive income. Contingent asset is not recognised in the
(x) Share based payments standalone financial statement. However, it is
and/or geographies where Company is Remeasurements comprising of actuarial
operating). The Company determines the compensation recognised only when an inflow of economic
gains or losses and return on plan assets
cost based on the fair value method using benefits is probable.
For impairment of investment in subsidiaries, (excluding amounts included in net interest
Black-Scholes-Merton formula, in accordance
refer accounting policy of "Investment in on the net defined benefit liability)
with Ind AS 102 "Share-based Payment" ('Ind (xii) Income recognition
subsidiaries". are not reclassified to profit or loss in
AS 102'). The Company grants options to its When a performance obligation is satisfied, the
subsequent periods.
employees which will be vested in a graded Company recognises as revenue the amount of
(ix) Employee benefits manner and are to be exercised within a
(c) Other long-term employee benefits the transaction price (which excludes estimates
A. Long term employee benefits specified period. The compensation cost is of variable consideration) that is allocated to
The employees of the Company are also amortised on graded basis over the vesting
(a) Defined contribution plan that performance obligation. Transaction price
entitled for other long-term benefit in the period. The share based payment expense is
The Company has defined contribution plans is the amount of consideration to which the
form of compensated absences as per the determined based on the Company's estimate
for post employment benefits in the form of Company expects to be entitled in exchange
policy of the Company. Employees are entitled of equity instrument that will eventually vest.
provident fund, employees' state insurance, for transferring promised goods or services to
to accumulate leave balance upto the upper
labour welfare fund and superannuation The amounts recognised in "Share options a customer, excluding amounts collected on
limit as per the Company’s policies which
fund in India which are administered through outstanding account" are transferred to share behalf of third parties.
can be carried forward perpetually. Leave
Government of India and/or Life Insurance encashment for employees gets triggered capital and securities premium upon exercise The Company derives revenue primarily
Corporation of India ('LIC'). Under the on an annual basis, if the accumulated leave of stock options by employees. Where from Information Technology services which
defined contribution plans, the Company balance exceeds the upper limit of leave. employee stock options lapse after vesting, includes IT Outsourcing services, support
has no further obligation beyond making Further, at the time of retirement or death an amount equivalent to the cumulative and maintenance services. The Company
the contributions. Such contributions are while in employment or on termination cost for the lapsed option is transferred recognises revenue over time, over the
charged to the standalone statement of of employment, leave encashment vests period of the contract, on transfer of control
profit and loss as incurred.
 Mastek Limited About How We Building a Statutory Financial Shareholder
224 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 225

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
of deliverables (solutions and services) to observable, Company uses expected cost plus creating an asset as the amortisation period The difference between opening and
its customers in an amount reflecting the margin approach. of the asset that the Company otherwise closing balance of the contract assets and
consideration to which the Company expects would have recognised is one year or less. liabilities results from the timing differences
IT support and maintenance
to be entitled. To recognise revenues, between the performances obligation and
Contracts related to maintenance and Significant financing component
Company applies the following five step customer payment.
approach: (1) identify the contract with support services are either fixed price Company considers all relevant facts and
a customer, (2) identify the performance or time and material. In these contracts, circumstances in assessing whether a (xiii) Income tax
obligations in the contract, (3) determine the the performance obligations are satisfied, contract contains a financing component
Tax expense for the year comprises of
transaction price, (4) allocate the transaction and revenues are recognised, over time as and whether that financing component is
current tax and deferred tax. Current tax
price to the performance obligations in the the services are provided. Revenue from significant to the contract, including both
is measured by the amount of tax expected
contract, and (5) recognise revenues when a maintenance contracts is recognised ratably the conditions:
to be paid to the taxation authorities on
performance obligation is satisfied. over the period of the contract because
(a) the difference, if any, between the the taxable profits after considering tax
the Company transfers the control evenly
Company accounts for a contract when it has amount of promised consideration and allowances and exemptions and using
by providing standard services. The term
approval and commitment from all parties, the cash selling price of the promised applicable tax rates and laws. Deferred tax is
of the maintenance contract is usually one
the rights of the parties are identified, goods or services; and recognised on timing differences between the
year. Renewals of maintenance contracts
payment terms are identified, the contract accounting base and the taxable base for the
create new performance obligations that are (b) the combined effect of both the
has commercial substance and collectability year and quantified using the tax rates and
satisfied over the term with the revenues following conditions:
of consideration is probable. tax laws enacted or substantively enacted as
recognised ratably over the term.
(i) the expected length of time on the balance sheet date.
Fixed Price contracts related to application Any modification or change in existing between when the entity transfers
development, consulting and other services Deferred tax is recognised using the balance
performance obligations is assessed whether the promised goods or services
are single performance obligation or a sheet approach. Deferred income tax assets
the services is added to the existing to the customer and when the
stand-ready performance obligation, which and liabilities are recognised for deductible
contracts or not. The distinct services are customer pays for those goods or
in either case is comprised of a series of and taxable temporary differences arising
accounted for as a new contract and services services; and
distinct services that are substantially between the tax base of assets and liabilities
which are not distinct are accounted for on a
the same and have the same pattern of (ii) the prevailing interest rates in the and their carrying amount in standalone
cumulative catch-up basis.
transfer to the customer (i.e. distinct days relevant market. financial statements, except when the
or months of service). Revenue is recognised Cost to fulfil the contracts deferred income tax arises from the initial

Other operating revenue
in accordance with the methods prescribed Recurring operating costs for contracts recognition of goodwill or an asset or liability
It includes revenue arising from Company’s
 in a transaction that is not a business
for measuring progress i.e. percentage with customers are recognised as
ancillary revenue-generating activities. combination and affects neither accounting
of completion method. Percentage of incurred. Revenue recognition excludes
Revenue from these activities are recorded nor taxable profits or loss at the time of
completion is determined based on project any government taxes but includes
only when Company is reasonably certain of the transaction.
costs incurred to date as a percentage of reimbursement of out of pocket expenses.
such income.
total estimated project costs required to Provision of onerous contract are recognised Deferred income tax asset is recognised to
complete the project. The cost expended when the expected benefits to be derived Trade receivables, contract assets and the extent that it is probable that taxable
(or input) method has been used to measure by the company from a contract are lower contract liabilities profit will be available against which the
progress towards completion as there is than the unavoidable cost of meeting the Trade Receivable is primarily comprised deductible temporary differences, and the
a direct relationship between input and future obligations under the contract. The of billed and unbilled receivables (i.e. only carry forward of unused tax credits and
productivity. Revenues relating to time and provision is measured at present value of the the passage of time is required before unused tax losses can be utilized. Deferred
material contracts are recognised as the lower of the expected cost of terminating payment is due) for which the Company has income tax liabilities are recognised for all
related services are rendered. the contract and the expected net cost of an unconditional right to consideration, net taxable temporary differences.
continuing with the contract. of an allowance for expected credit loss.
Multiple element arrangements Current tax and deferred tax assets and
Incremental costs of obtaining a contract A contract asset is a right to consideration
In contracts with multiple performance liabilities are offset when there is a legally
that is conditional upon factors other than
obligations, Company accounts for individual The incremental costs of obtaining a contract enforceable right to set off the recognised
the passage of time. Contract assets are
performance obligations separately if they are those costs that an entity incurs to obtain amount and there is an intention to settle the
presented separately in the standalone
are distinct and allocate the transaction a contract with a customer that it would not asset and liability on a net basis.
financial statements and primarily relate to
price to each performance obligation based have incurred if the contract had not been
unbilled amounts on fixed-price contracts
on its relative standalone selling price out obtained. For certain contracts, Company
utilising the cost to cost method i.e.
of total consideration of the contract. does incur insignificant incremental costs
percentage of completion method (POCM)
Standalone selling price is determined to obtain the contract. Company applies
of revenue recognition. Contract liabilities
utilising observable prices to the extent practical expedient by recognising such cost
consist of advance payments and billings in
available. If the standalone selling price as expense, when incurred, in the standalone
excess of revenues recognised.
for a performance obligation is not directly statement of profit and loss instead of
 Mastek Limited About How We Building a Statutory Financial Shareholder
226 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 227

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(xiv) Other income (xviii) Put option The Company classifies its forward contract any cumulative deferred gain or loss at that
Interest income is recognised using the The Company had written a put option over that hedge foreign currency risk associated time remains in equity until the forecast
effective interest method. Dividend income the equity instrument of a subsidiary, where as cash flow hedge and measures them at transaction occurs and when the forecast
is recognised when the right to receive the holders (non-controlling interests) of fair value. The gain or loss relating to the transaction is no longer expected to occur,
payment is established. that instrument had the right to put their ineffective portion is recognised immediately the cumulative gain or loss that was reported
instrument back to the Company at its fair in the standalone statement of profit and in equity are immediately reclassified to
(xv) Finance/Borrowing costs value on specified dates. The amount that loss and is included in the ‘other expense/ standalone statement of profit and loss
may become payable at each reporting date other income’ line item. Amounts previously within other income.
Borrowing costs includes interest, amortisation
under the option on exercise was recognised recognised in other comprehensive income
of ancillary costs incurred in connection with
at present value as a written put option and accumulated in equity relating to (xxii) Recent accounting pronouncements
the arrangement of borrowings and exchange
financial liability with a corresponding effective portion (as described above) are Ministry of Corporate Affairs ('MCA') notifies
differences arising from foreign currency
charge directly to investment. reclassified to the standalone statement new standards or amendments to the
borrowings to the extent they are regarded as
of profit and loss in the periods when existing standards under Companies (Indian
an adjustment to the interest cost.
(xix) Financial guarantee contract/Guarantee the hedged item affects the standalone Accounting Standards) Rules as issued from
Borrowing costs directly attributable to the commission statement of profit and loss, in the same time to time. For the year ended March 31,
acquisition, construction or production of line as the recognised hedged item. When 2024, MCA has not notified any new standards
Financial guarantee contracts issued by the
an asset that necessarily takes a substantial the hedging instrument expires or is sold or amendments to the existing standards
Company are those contracts that require a
period of time to get ready for its intended or terminated or when a hedge no longer applicable to the Company.
payment to be made to reimburse the holder
use or sale are capitalised as part of the cost meets the criteria for hedge accounting,
for a loss it incurs because the specified
of the respective asset. All other borrowing
debtor fails to make a payment when due
costs are expensed in the period in which e. Details of significant investments in subsidiary companies in accordance with Ind AS 27
in accordance with the terms of a debt
they occur.
instrument. Financial guarantee contracts Principal place % ownership % ownership
of business interest held by interest held by
are recognised initially as a liability at fair Name of subsidiary
and country of the Company as the Company as
(xvi) Investment property incorporation at March 31, 2024 at March 31, 2023
value, adjusted for transaction costs that
Property that is held either for long term are directly attributable to the issuance of Mastek Enterprise Solution Private Limited India 100% 100%
rental yield or for capital appreciation or the guarantee. Subsequently, the liability is Mastek (UK) Limited UK 100% 100%
both, but not for sale in ordinary course of measured at the higher of the amount of loss Mastek Inc. USA 100% 100%
the business, use in the production or supply allowance determined as per impairment Trans American Information Systems Inc. USA 100% 100%
of goods or services or for administrative requirements of Ind AS 109 and the amount
purposes is classified as investment property. Mastek Digital, Inc. Canada 100% 100%
recognised less, when appropriate, the
Upon initial recognition, an investment Mastek Arabia FZ LLC Dubai 100% 100%
cumulative amount of income recognised in
property is measured at cost. Subsequent accordance with the principles of Ind AS 115 Evolutionary Systems Consultancy LLC Abu Dhabi 49% 49%
to initial recognition, investment property "Revenue from Contracts with Customers" Mastek Systems Pty Ltd Australia 100% 100%
is measured at cost less accumulated ('Ind AS 115'). Mastek Systems Bahrain WLL Bahrain 100% 100%
depreciation and accumulated impairment (formerly know as Evolutionary Systems Bahrain WLL)
loss, if any. Depreciation is provided in (xx) Exceptional items Mastek Arabia Systems Egypt LLC Egypt 100% 100%
the same manner as PPE. Any gain or loss (formerly known as Evolutionary Systems Egypt LLC)
When items of income and expense within
on disposal of an investment property is Evosys Kuwait WLL Kuwait 49% 49%
profit or loss from ordinary activities are
recognised in standalone statement of Mastek Systems (Malaysia) SDH BHD Malaysia 100% 100%
of such size, nature or incidence that their
profit and loss. (formerly known as Evosys Consultancy Services (Malaysia) SDN BHD)
disclosure is relevant to assist users in
understanding the financial performance Newbury Cloud, Inc. USA 100% 100%
(xvii) Investment in subsidiaries
achieved and in making projections of future Mastek Systems B.V. Netherlands 100% 100%
Investment in subsidiaries are carried at cost financial performance, the nature and (formerly known as Evolutionary Systems B.V.)
less accumulated impairment losses, if any. amount of such material items are disclosed Evolutionary Systems Qatar WLL Qatar 49% 49%
Where an indication of impairment exists, separately as exceptional items. Evolutionary Systems Saudi LLC Saudi 100% 100%
the carrying amount of the investment is
Mastek Systems (Singapore) Pte. Limited Singapore 100% 100%
assessed and written down immediately (xxi) Cash flow hedge (formerly known as Evolutionary Systems (Singapore) Pte. Limited)
to its recoverable amount. On disposal of Mastek Systems Company Limited UK 100% 100%
The effective portion of changes in the fair
investment in subsidiaries, the difference (formerly known as Evolutionary Systems Company Limited)
value of derivatives that are designated and
between net disposal proceeds and the Evolutionary Systems Corp. USA 100% 100%
qualify as cash flow hedge is recognised
carrying amounts are recognised in the
in other comprehensive income and Evolutionary Systems Canada Limited Canada 100% 100%
standalone statement of profit and loss.
accumulated under cash flow hedge reserve. Meta Soft Tech Systems Private Limited India 100% 100%
MetasoftTech Solutions LLC USA 100% 100%
BizAnalytica LLC USA 100% NA
 Mastek Limited About How We Building a Statutory Financial Shareholder
228 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 229

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
3(a)(i) Property, plant and equipment (‘PPE’) 3(a)(ii) Other intangible assets
Accumulated depreciation/ Gross carrying value (at cost) Accumulated amortisation Net carrying value
Gross carrying value (at cost) Net carrying value
amortisation
Particulars As at As at As at For As at As at As at
Particulars As at Acquired through As at As at For As at As at As at Acquired through
April 1, Additions Disposal March April 1, the Disposal March March March
April 1, business combination Additions Disposal March April 1, the Disposal March March March business combination
2022 31, 2023 2022 year 31, 2023 31, 2023 31, 2022
2023 (Refer note 39(c)) 31, 2024 2023 year 31, 2024 31, 2024 31, 2023
Computer software 1,228 - 47 - 1,275 1,044 220 - 1,264 11 184
a. Own assets:
Total 1,228 - 47 - 1,275 1,044 220 - 1,264 11 184
Buildings 3,601 - - - 3,601 2,025 130 - 2,155 1,446 1,576
Computers 2,683 18 16 (681) 2,036 2,309 185 (644) 1,850 186 374 3(b) Right-of-use assets
Plant and equipment 2,356 - 109 (871) 1,594 2,137 78 (871) 1,344 250 219
Gross carrying value (at cost) Accumulated amortisation Net carrying value
Furniture and fixtures 4,376 - 103 (847) 3,632 4,264 42 (847) 3,459 173 112 As at As at As at For As at As at As at
Particulars Acquired through
Vehicles 652 - 262 (89) 825 396 103 (82) 417 408 256 April 1,
business combination
Additions Disposal March April 1, the Disposal March March March
2022 31, 2023 2022 year 31, 2023 31, 2023 31, 2022
Office equipment 1,671 - 182 (882) 971 1,553 79 (882) 750 221 118
Building 142 - - - 142 90 30 - 120 22 52
Vehicles 24 - - - 24 23 - - 23 1 1
Total 142 - - - 142 90 30 - 120 22 52
Total (A) 15,363 18 672 (3,370) 12,683 12,707 617 (3,326) 9,998 2,685 2,656
Notes:
b. Leased assets:
Leasehold land 386 - - - 386 323 4 - 327 59 63 (i) Refer note 36 for capital commitments.

Leasehold improvements 923 - 219 - 1,142 376 147 - 523 619 547 (ii) Information on PPE maintained as security by the Company (refer notes 10(a) and 12).
Total (B) 1,309 - 219 - 1,528 699 151 - 850 678 610 Net carrying amount
Class of assets Loan/financing facilities against which assets are pledged
Total (A + B) 16,672 18 891 (3,370) 14,211 13,406 768 (3,326) 10,848 3,363 3,266 March 31, 2024 March 31, 2023
Buildings (Chennai property) 774 829 Term loan from bank of Mastek Limited
Term loan from bank of Mastek (UK) Limited (subsidiary)
3(a)(ii) Other intangible assets
Buildings (Mahape property) 363 419 Term loan from bank of Mastek Inc. (subsidiary)
Gross carrying value (at cost) Accumulated amortisation Net carrying value Vehicles 408 256 Vehicle loans from bank
Particulars As at As at As at For As at As at As at
Acquired through (iii) All the title deeds of the immovable properties are held in the name of the Company.
April 1, Additions Disposal March April 1, the Disposal March March March
business combination
2023 31, 2024 2023 year 31, 2024 31, 2024 31, 2023 (iv) All the lease agreements are duly executed in favour of the Company (lessee).
Computer software 1,275 - 670 - 1,945 1,264 375 - 1,639 306 11 (iv) Refer note 35 for disclosure on leased assets and related lease liabilities.
Total 1,275 - 670 - 1,945 1,264 375 - 1,639 306 11
3(c) Capital work-in-progress (‘CWIP’)
3(b) Right-of-use assets
As at As at
Particulars
Gross carrying value (at cost) Accumulated amortisation Net carrying value March 31, 2024 March 31, 2023

Particulars As at As at As at For As at As at As at Capital work-in-progress 91 433

Acquired through
April 1, Additions Disposal March April 1, the Disposal March March March
business combination 91 433
2023 31, 2024 2023 year 31, 2024 31, 2024 31, 2023
CWIP includes cost incurred towards leasehold improvement of Mahape, Navi Mumbai building
Buildings 142 - 188 - 330 120 38 - 158 172 22
Total 142 - 188 - 330 120 38 - 158 172 22 Particulars
As at As at
March 31, 2024 March 31, 2023
Balance as at the beginning of the year 433 428
For previous year ended March 31, 2023
Addition during the year - 309
3(a)(i) Property, plant and equipment (‘PPE’) Less: Capitalised during the year (342) (304)
Accumulated depreciation/ Balances at the end of the year 91 433
Gross carrying value (at cost) Net carrying value
amortisation
Particulars As at
Acquired through
As at As at For As at As at As at CWIP ageing schedule
April 1, Additions Disposal March April 1, the Disposal March March March
business combination As at March 31, 2024
2022 31, 2023 2022 year 31, 2023 31, 2023 31, 2022
a. Own assets: Sr. Amount in CWIP for a period of
Particulars Total
Buildings 3,601 - - - 3,601 1,895 130 - 2,025 1,576 1,706 No. Less than 1 year 1-2 years 2-3 years More than 3 years
Computers 2,601 - 338 (256) 2,683 2,047 518 (256) 2,309 374 554 i. Projects in progress - - 9 - 9
Plant and equipment 2,150 - 216 (10) 2,356 2,084 63 (10) 2,137 219 66 ii. Projects temporarily suspended* - - - 82 82
Total - - 9 82 91
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 As at March 31, 2023
Office equipment 1,628 - 71 (28) 1,671 1,467 114 (28) 1,553 118 161 Sr. Amount in CWIP for a period of
Particulars Total
Total (A) 14,869 - 827 (357) 15,339 12,061 980 (357) 12,684 2,655 2,808 No. Less than 1 year 1-2 years 2-3 years More than 3 years
b. Leased assets: i. Projects in progress 309 42 - - 351
Leasehold land 386 - - - 386 319 4 - 323 63 67 ii. Projects temporarily suspended* - - - 82 82
Total 309 42 - 82 433
Leasehold improvements 328 - 595 - 923 325 51 - 376 547 3
Vehicles 41 - - (17) 24 40 - (17) 23 1 1 *R
 epresents approval cost incurred for obtaining permission for construction of additional area at the Company’s Mahape, Navi Mumbai
property, which will be utilised on need basis in the future.
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 There is no capital-work-in progress, whose completion is overdue or has exceeded its cost compared to its original plan as at March 31, 2024
and March 31, 2023.
 Mastek Limited About How We Building a Statutory Financial Shareholder
230 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 231

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
3(d) Investment property 4 Financial assets - Non current
Particulars
As at As at a. Investments
March 31, 2024 March 31, 2023
As at As at
(A) Investment property (at cost less accumulated depreciation) Particulars
March 31, 2024 March 31, 2023
Gross carrying value Investment in bonds at amortised cost (unquoted):
As at April 01 2 1,136 8.5% - Bond with State Bank of India 53 53
Additions - - Aggregate carrying value of quoted investments - -
Disposal - (1,134) Aggregate market value of quoted investments - -
As at March 31 2 2 Aggregate carrying value of unquoted investments 53 53
Accumulated depreciation Aggregate amount of impairment in value of investments - -
As at April 01 2 722
Note:
For the year - 18
Refer note 32 for credit risk.
Disposal - (738)
As at March 31 2 2 b. Other financial assets
Net carrying value - - As at As at
Particulars
March 31, 2024 March 31, 2023
(B) Fair value of investment property by an independent valuer
(i) Fair value of investment property - - Unsecured, considered good
(ii) Valuation method used by the independent valuer - - Advances to employees 4 2
The amounts recognised in the standalone statement of profit and loss account for: Margin money deposit* - 33
(i) Rental income from investment property 7 227 Security deposits 55 85
(ii) Direct operating expenses (including repairs and maintenance) arising from investment - - Guarantee commission receivable 786 94
property that generated rental income during the period; and
Derivatives
(iii) Direct operating expenses (including repairs and maintenance) arising from investment - -
property that did not generate rental income during the period. Foreign exchange forward contracts 334 629
Depreciation method used SLM SLM 1,179 843
Useful lives or depreciation rates used 28 years 28 years * Margin money deposit is towards performance guarantee.
Notes: 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 (i) There are no repatriation restriction with regards to margin money deposit.
mortgaged as security. This property is let out for generating rental income.
(ii) Refer note 32 for information on credit risk and market risk.
(ii) The Company has no restrictions on the realisability of its investment property and no contractual obligations to purchase, construct or
develop investment property or for repairs, maintenance and enhancements.
5 Other non-current assets
As at As at
3(e) Investment in Subsidiaries at cost (unquoted) Particulars
March 31, 2024 March 31, 2023

Particulars
As at As at Prepaid expenses 27 32
March 31, 2024 March 31, 2023
Security deposits 96 96
Investment in equity instruments (at cost)
123 128
Mastek (UK) Limited
Dues from directors or other officers of the Company - -
200,000 (March 31, 2023 - 200,000) equity shares of £ 1 each, fully paid up 216 216
Dues from firms or private companies in which director is a partner or a director or a member - -
Mastek Enterprise Solutions Private Limited (MESPL)
(formerly know as Trans American Information System Private Limited) 6 Financial assets - Current
34,520 (March 31, 2023 - 34,520) equity shares of ₹ 1 each, fully paid up 1,187 1,187 a. Investments
150,000 (March 31, 2023 - 100,000) equity shares of ₹ 1 each, fully paid up [on account of buyout of 47,849 36,269
As at March 31, 2024 As at March 31, 2023
3/3 MESPL Cumulative Convertible Preference Shares ('CCPS')] (Refer note 39(a)) Particulars
Units Amount Units Amount
Deemed equity in MESPL {(4,235,294 (March 31, 2023 - 4,235,294) 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 (i) Investment in mutual funds
fair valuation of put option liability as at date of transaction consummation} (Refer note 39(a)) Investment in mutual funds at FVTPL (unquoted):
Meta Soft Tech Systems Private Limited (Refer note 39(b)) 2,723 2,723 Aditya Birla Sun Life Liquid Fund – Growth 106,201 410 - -
78,963 67,383 Kotak Liquid Scheme – Regular – Growth 6,277 304 - -
Aggregate carrying value of quoted investments - - HDFC Liquid Fund – Growth 7,546 354 - -
Aggregate market value of quoted investments - - ICICI Prudential Liquid Fund – Regular – Growth 213,300 756 - -
Aggregate carrying value of unquoted investments 78,963 67,383 1,824 -
Aggregate amount of impairment in value of investments - -
Note:
Refer note 32 for information on credit risk and market risk.
 Mastek Limited About How We Building a Statutory Financial Shareholder
232 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 233

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
b. Trade receivables c. Cash and cash equivalents and other bank balances
As at As at As at As at
Particulars Particulars
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023

Unsecured (i) Cash and cash equivalents

Trade receivables considered good 4,692 3,509 Balance with bank
Trade receivables which have significant increase in credit risk 528 521  In current accounts 762 691
Trade receivables credit impaired 247 280 Cash on hand 1 1
Total 5,467 4,310 763 692
Less: Allowance for expected credit loss (667) (553) (ii) Bank balances, other than cash and cash equivalents
4,800 3,757 Bank balances in unclaimed dividend account 65 51
Dues from directors or other officers of the Company - - Bank deposits with original maturity of more than three months and less than twelve months 40 5
Dues from firms or private companies in which director is a partner or a director or a member - - Total 105 56
Notes: Notes:
(i) Trade receivables are non-interest bearing and are generally settled in 30 to 45 days. (i) Refer note 32 for information on credit risk and market risk.
(ii) Refer note 32 for information on credit risk and market risk (ii) There are no repatriation restrictions with regards to cash and cash equivalents and other bank balances.
(iii) Refer note 12 for information on assets provided as collateral or security for borrowings or finance facilities availed by the Company.
(iii) There are no significant cash and cash equivalents which will not be available for use by the Company.

Ageing Schedule as at 31 March, 2024

d. Other financial assets
Current Outstanding for following periods from due date of transactions
Sr. As at As at
Particulars Unbilled but not Less than 6 months More than Total Particulars
No. 1-2 years 2-3 years March 31, 2024 March 31, 2023
due 6 months to 1 year 3 years
Unsecured, considered good
i. Undisputed trade receivables – considered good 168 192 3,868 76 358 30 - 4,692
Advances to employees 30 56
ii. Undisputed trade receivables – which have - - 2 - 526 - - 528
significant increase in credit risk Margin money deposit* 2 2

iii. Undisputed trade receivables – credit impaired - - - - - - 38 38 Guarantee commission receivable 353 134

iv. Disputed trade receivables - considered good - - - - - - - - Rent receivables - 2

v. Disputed trade receivables – which have - - - - - - - - Security deposits 1 22

significant increase in credit risk Receivable for reimbursement of expenses 239 240
vi. Disputed trade receivables – credit impaired - - - - - - 209 209 Derivatives
Total 168 192 3,870 76 884 30 247 5,467 Foreign exchange forward contracts 508 678
Less: Allowance for expected credit loss (667) 1,133 1,134
4,800 * Margin money is towards bid bonds and performance guarantee.

Note:
Ageing Schedule as at 31 March, 2023
Refer note 32 for information on credit risk and market risk.
Current Outstanding for following periods from due date of transactions
Sr.
Particulars Unbilled but not Total
No.
due
Less than 6 months
1-2 years 2-3 years
More than 7 Other current assets
6 months to 1 year 3 years
As at As at
i. Undisputed trade receivables - considered good 163 183 2,576 552 35 0 - 3,509 Particulars
March 31, 2024 March 31, 2023
ii. Undisputed trade receivables – which have - - 178 54 - 31 258 521 Prepaid expenses 367 380
significant increase in credit risk
Balance with government authorities 537 833
iii. Undisputed trade receivables – credit impaired - - - - - - - -
Advances to suppliers 930 630
iv. Disputed trade receivables - considered good - - - - - - - -
Interest receivable on income tax refunds 185 185
v. Disputed trade receivables – which have - - - - - - - -
significant increase in credit risk 2,019 2,028
vi. Disputed trade receivables – credit impaired - - 280 - - - - 280 Dues from directors or other officers of the Company - -
Total 163 183 3,034 606 35 31 258 4,310 Dues from firms or private companies in which director is a partner or a director or a member - -
Less: Allowance for expected credit loss (553)
3,757
 Mastek Limited About How We Building a Statutory Financial Shareholder
234 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 235

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
9 Equity share capital (d) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
As at As at As at March 31, 2024 As at March 31, 2023
Particulars
March 31, 2024 March 31, 2023 Particulars No. of shares No. of shares
% of holding % of holding
Authorised: (absolute) (absolute)

40,000,000 (March 31, 2023: 40,000,000) equity shares of ₹ 5 each 2,000 2,000 Ashank Desai 3,384,167 10.97% 3,384,167 11.09%
2,000,000 (March 31, 2023: 2,000,000) preference shares of ₹ 100 each 2,000 2,000 Smallcap World Fund, Inc. 2,448,446 7.94% 2,403,500 7.87%
4,000 4,000 Ketan Mehta 2,244,100 7.28% 2,274,100 7.45%
Issued, subscribed and fully paid up: Girija Ram 1,753,280 5.68% 1,753,280 5.74%
30,844,311 (March 31, 2023: 30,524,827) equity shares of ₹ 5 each fully paid 1,542 1,526 Umang Nahata 1,699,218 5.51% 1,655,840 5.42%
1,542 1,526 Note:
As per records of the Company, including its register of shareholders/members and other declarations received from the shareholders regarding
(a) Reconciliation of the number of equity shares outstanding at the beginning and end of the year are as given below: beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

As at March 31, 2024 As at March 31, 2023

(e) Shares reserved for issue under options
Particulars No. of shares No. of shares
Amount Amount
(absolute) (absolute) As at March 31, 2024 As at March 31, 2023

Equity shares Particulars Number Number

Amount Amount
(in absolute) (in absolute)
Balance as at the beginning of the year 30,524,827 1,526 30,018,021 1,501
Shares to be issued under the employee stock option plans 399,867 213 509,883 317
Add: On account of exercise of employee stock option plans 159,542 8 186,054 9 (Refer note 34)
Add: Issue of share pursuant to acquisition of non controlling interest in 159,942 8 320,752 16
Mastek Enterprise Solutions Private Limited (Refer note 39(a)) Year of conversion of convertible securities
Balance as at the end of the year 30,844,311 1,542 30,524,827 1,526 Particulars Year of conversion Number of events of conversion during the year

2026-27 1
(b) Rights, preferences and restrictions attached to equity shares Plan VI 2025-26 1
The Company has one class of equity shares having a face value of ₹ 5 per share. Each shareholder is eligible for one 2024-25 2
vote per share held. The dividend proposed by the Board of Directors of the Company is subject to the approval of the
2031-32 4
shareholders at the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation,
2030-31 6
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. 2029-30 8
2028-29 10
Plan VII
(c) Details of shares held by promoters in the Company 2027-28 8

As at March 31, 2024 As at March 31, 2023 2026-27 7

% change during
Shares held by promoters No. of shares No. of shares the year* 2025-26 6
% of holding % of holding
(absolute) (absolute)
2024-25 4
Ashank Desai 3,384,167 10.97% 3,384,167 11.09% 0.00%
Ketan Mehta 2,244,100 7.28% 2,274,100 7.45% (1.32%) Includes both vested as well as unvested options and year of conversion represents last date of exercise under ESOP
schemes. However, vested options can be exercised on or before the last exercise date for each tranche.
Girija Ram 1,753,280 5.68% 1,753,280 5.74% 0.00%
Radhakrishnan Sundar 1,340,800 4.35% 1,340,800 4.39% 0.00%
(f) Shares issued for consideration other than cash during the period of five years immediately preceding the
reporting date
As at March 31, 2023 As at March 31, 2022
% change during As at As at
Shares held by promoters No. of shares No. of shares Particulars
% of holding % of holding the year* March 31, 2024 March 31, 2023
(absolute) (absolute)

Ashank Desai 3,384,167 11.09% 3,363,328 11.20% 0.62% Number of shares issued for acquisition (Refer note 39(a)) 4,970,743 4,810,801

Ketan Mehta 2,274,100 7.45% 2,274,100 7.60% 0.00%

Girija Ram 1,753,280 5.74% 1,753,280 5.80% 0.00% (g) Aggregate number of bonus shares issued or buy back of shares during the period of five years immediately
Radhakrishnan Sundar 1,340,800 4.39% 1,340,800 4.50% 0.00% preceding the reporting date
*C
 hange during the year is determined based on number of shares acquired/ sold during the year. The % of holding has undergone change The Company has neither issued bonus shares nor there has been any buy back of shares during five years immediately
mainly due to additional shares issued over the period. preceding March 31, 2024.

(h) C
 ompany do not have a holding company or ultimate holding company. Accordingly, disclosure related to shares held by
holding company or ultimate holding company or subsidiary/ associate of such companies is not applicable.
 Mastek Limited About How We Building a Statutory Financial Shareholder
236 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 237

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
9 Distributions made and proposed b. Lease liabilities
The Board of Directors of the Company at its meeting held on January 18, 2024 had declared an interim dividend of 140% As at As at
Particulars
March 31, 2024 March 31, 2023
(₹ 7 per equity share of par value of ₹ 5 each). This has resulted in cash outflow of ₹ 2,147 lakhs. Further, the Board of
Directors of the Company at its meeting held on April 26, 2024 have recommended a final dividend of 240% (₹ 12 per Lease liabilities (Refer note 35) 160 23
equity share of par value of ₹ 5 each), which is subject to approval by the shareholders of the Company at ensuing Annual 160 23
General Meeting. The maximum cash outflow will be ₹ 3,701 lakhs. Proposed dividend on equity shares is not recognised Note:
as a liability as at March 31, 2024. Dividend declared by the Company is based on profit available for distribution. Refer note 32 for liquidity risk.

For previous year c. Other financial liabilities

The Board of Directors of the Company at its meeting held on January 17, 2023 had declared an interim dividend of As at As at
Particulars
140% (₹ 7 per equity share of par value of ₹ 5 each). This had resulted in cash outflow of ₹ 2,129 lakhs. Further, the March 31, 2024 March 31, 2023
Board of Directors of the Company at its meeting held on April 19, 2023 had recommended a final dividend of 240% Security and other deposits 3 5
(₹ 12 per equity share of par value of ₹ 5 each), which was approved by the shareholders of the Company at ensuing Guarantee liability payable 838 218
Annual General Meeting. The cash outflow was ₹ 3,663 lakhs. Proposed dividend on equity shares was not recognised
841 223
as a liability as at March 31, 2023. Dividend declared by the Company was based on profit available for distribution.
Note:

10 Financial liabilities - Non-current Refer note 32 for liquidity risk.

a. Borrowings 11 Provisions
As at As at As at As at
Particulars Particulars
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023

Secured Provision for employee benefits

Term loan from bank [Refer notes (i) and (vi) below] 3,938 - Provision for gratuity (Refer note 26(a)) 1,529 1,102

Vehicle loans from bank [Refer note (ii) below] 319 193 1,529 1,102

4,257 193
Financial liabilities – Current
Notes:
(i) Term loan is secured by first charge on immovable property at Mahindra World City, Chengalpet, Chennai. 12 Borrowings
(ii) Vehicle loans are secured by hypothecation of assets (vehicles) purchased thereagainst. As at As at
Particulars
Repayment terms: Monthly payment of equated monthly instalments beginning from the month subsequent to taking the loan along with March 31, 2024 March 31, 2023
interest at 7.10% - 9.35% p.a. (March 31, 2023: 7.10% - 9.35% p.a.). Vehicle loans are repayable in 1 to 60 instalments from March 31, 2024 Secured
(March 31, 2023: 1 to 60 instalments).
Current maturities of term loan from bank 593 -
(iii) Refer note 32 for liquidity risk.
Current maturities of vehicle loans from bank 109 78
(iv) There was no default in repayment of borrowings and interest thereon during current and previous year .
(v) Borrowings were applied for the purpose for which they were availed. 702 78
(vi) Details of repayment terms: Notes:
(i) The Company has certain working capital facility from banks against which the security has been created on trade receivables and
Period of maturity with reference Number of instalments outstanding contract assets. However, no amount is drawn or outstanding against the same as at March 31, 2024 (March 31, 2023 - ₹ Nil).
Rate of interest March 31, 2024 March 31, 2023
to balance sheet date as at balance sheet date

Term loan from bank 8 half yearly instalments 3 months T-Bill + 2.7% p.a, i.e., 4,500 - (ii) Refer note 32 for liquidity risk.
(previous year: NA) 9.76% p.a. (March 31, 2023: NA)
13 Lease liabilities
Cash flows arising from financing activities As at As at
Particulars
March 31, 2024 March 31, 2023
Particulars Lease liabilities Borrowings
Lease liabilities (Refer note 35) 29 0
As at April 1, 2022 58 263
29 0
Proceeds from long term borrowings - 94
Repayments of long term borrowings - (86) Note:
Payment of lease liabilities including interest (42) - Refer note 32 for liquidity risk.
Non cash movement: additions to lease liabilities and unwinding of interest 7 -
As at March 31, 2023 23 271
Proceeds from long term borrowings - 4,790
Repayments of long term borrowings - (103)
Payment of lease liabilities (61) -
Non cash movement: additions to lease liabilities and unwinding of interest 227 -
As at March 31, 2024 189 4,958
 Mastek Limited About How We Building a Statutory Financial Shareholder
238 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 239

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
14 Trade payables 16 Other current liabilities
As at As at As at As at
Particulars Particulars
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023

Total outstanding dues of micro enterprises and small enterprises (Refer footnotes 2 and 3) - - Statutory dues 731 595
Total outstanding dues of creditors other than micro enterprises and small enterprises 2,318 2,436 731 595
2,318 2,436
Notes: 17 Provisions
1. Trade payables are non-interest bearing and are generally settled in 30 to 60 days. As at As at
Particulars
March 31, 2024 March 31, 2023
2. The Company did not have dues to micro enterprises and small enterprises registered under Micro, Small and Medium Enterprises Development
Act, 2006 (‘MSMED Act’) as at beginning and end of the year. Also, all the payment to MSME during the current and previous year was made Provision for employee benefits
within the statutory deadline under MSMED Act and there was no overdue amount at any point during the current and previous year.
Provision for leave entitlement* 977 913
3. Above disclosure on MSME 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. Other provision
4. Refer note 32 for liquidity risk. Provision for cost overrun on contracts** 57 107
1,034 1,020
Ageing Schedule as at March 31, 2024 * Movement in provision for leave entitlement.
Outstanding for following periods from due date of payment As at As at
Sr. Unbilled Particulars
Particulars Less than More than Total March 31, 2024 March 31, 2023
No. dues 1-2 years 2-3 years
1 year 3 years
Carrying amount at the beginning of the year 913 786
i. Total outstanding dues of MSME - - - - - -
Additional provision made during the year 194 244
ii. Total outstanding dues of creditors other than MSME 1,704 291 323 - - 2,318
Amount used during the year (130) (117)
iii. Disputed dues of MSME - - - - - -
Closing provision at the end of the year 977 913
iv. Disputed dues of creditors other than MSME - - - - - -
Total 1,704 291 323 - - 2,318 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.
Ageing Schedule as at March 31, 2023
** Movement in provision for cost overrun on contracts.
Outstanding for following periods from due date of payment
Sr. Unbilled As at As at
Particulars Less than More than Total Particulars
No. dues 1-2 years 2-3 years March 31, 2024 March 31, 2023
1 year 3 years

i. Total outstanding dues of MSME - - - - - - Carrying amount at the beginning of the year 107 251

ii. Total outstanding dues of creditors other than MSME 2,170 240 - - 26 2,436 Unused amount reversed during the year (50) (144)

iii. Disputed dues of MSME - - - - - - Balance as at end of the year 57 107

iv. Disputed dues of creditors other than MSME - - - - - - It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above, pending
Total 2,170 240 - - 26 2,436 occurrence of the default event or resolution of respective proceedings. Also, the Company does not expect any
reimbursements in respect of the above liability.
15 Other financial liabilities
18 Revenue from operations
As at As at
Particulars
March 31, 2024 March 31, 2023 For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023
Unclaimed dividends (Refer footnote (i)) 65 51
Sale of services
Security and other deposits 2 -
Information technology services 37,267 31,339
Capital creditors 527 62
37,267 31,339
Other payables
Employee benefits payable 2,434 1,419 The table below presents disaggregated revenues from contracts with customers by customer location and type of customers.
Guarantee liability payable 433 139 Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of revenues and cash
3,461 1,671 flows are affected by industry, market and other economic factors.

Notes:
(i) There is no amount due to be transferred to Investor Education and Protection Fund under section 125 of the Act as at March 31, 2024.
(March 31, 2023 - ₹ Nil)

(ii) Refer note 32 for liquidity risk.

 Mastek Limited About How We Building a Statutory Financial Shareholder
240 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 241

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
(i) Revenue by geography (vii) Reconciliation between the contract price and revenue from contracts with customers
For the year ended For the year ended For the year ended For the year ended
Particulars Particulars
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023

United Kingdom 31,808 25,865 Contract price 37,380 31,209

North America 1,310 878 Adjustment for:
AMEA* 4,149 4,596 Contract liabilities (net) (113) 130
37,267 31,339 Revenue from contracts with customers 37,267 31,339
* AMEA includes Middle east region, South-east Asia, India, Singapore and Australia.
(viii) Performance obligation
(ii) Revenue by type of customers (a) Fixed price contracts: Revenue is recognised in accordance with the methods prescribed for measuring progress
For the year ended For the year ended
i.e. percentage of completion method. Percentage of completion is determined based on project costs incurred
Particulars
March 31, 2024 March 31, 2023 to date as a percentage of total estimated project costs required to complete the project. The cost expended (or
External customers 2,240 2,810 input) method has been used to measure progress towards completion as there is a direct relationship between
Related parties (refer note 28) 35,027 28,529 input and productivity.
37,267 31,339 (b) Time and material contracts: Revenues relating to time and material contracts are recognised as the related
services are rendered.
(iii) Timing of revenue recognition
(c) IT support and maintenance: Contracts related to maintenance and support services are either fixed price or
Particulars
For the year ended For the year ended time and material. In these contracts, the performance obligations are satisfied, and revenues are recognised,
March 31, 2024 March 31, 2023
over time as the services are provided. Revenue from maintenance contracts is recognised ratably over the period
Transferred at a point in time 598 541
of the contract because the Company transfers the control evenly by providing standard services.
Transferred over a period of time 36,669 30,798
37,267 31,339 19 Other income
Notes: For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023
(a) The above figures have been extracted from MIS generated report, to compute Time & Material and Fix Bid Revenue.
(b) Company does not have any significant obligations for returns and refunds. Interest income
(c) Contracts do not have a significant financing component and contracts do not have element of variable consideration. – On bank deposits 2 30
– On guarantee given 193 38
(iv) Remaining performance obligation – On others 9 12
 s of March 31, 2024 the aggregate amount of transaction price allocated to remaining performance obligations, was
A Profit on sale of current investments (net) 25 396
₹ 138 lakhs (March 31, 2023: ₹ 251 lakhs) of which approximately 100% (March 31, 2023: 100%) is expected to be recognised Investment at FVTPL – net change in fair value 74 -
as revenues within one year. Rental income 7 234
Profit on sale of property, plant and equipment (net) 51 12
(v) Changes in contract assets
Net gain on foreign currency transactions and translation 114 83
For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023
Cash flow hedges – ineffective portion of changes in fair value 494 -

Balance at the beginning of the year - 396 Dividend income from Mastek UK Limited, subsidiary 5,612 5,714

Invoices raised that were included in the contract assets balance at the beginning of the year - (396) Guarantee commission 499 198

Balance at the end of the year - - Other non-operating income* 130 620
7,210 7,337
(vi) Changes in contract liabilities * Other non-operating income includes cross charge income from subsidiaries and scrap sale.

For the year ended For the year ended

Particulars
March 31, 2024 March 31, 2023 20 Employee benefits expenses
Balance at the beginning of the year 251 121
For the year ended For the year ended
Particulars
Revenue recognised that was included in the contract liabilities balance at the beginning of the year (200) (34) March 31, 2024 March 31, 2023

Increase due to invoicing during the year, excluding amounts recognised as revenue during the year 87 164 Salaries and wages 23,467 19,310
Balance at the end of the year 138 251 Contribution to provident fund and other funds (Refer note 26(c)) 1,267 1,131
Employee stock compensation expenses (Equity settled) 112 141
Staff welfare expense 600 764
25,446 21,346
 Mastek Limited About How We Building a Statutory Financial Shareholder
242 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 243

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
21 Finance costs 24 Exceptional items - gain
For the year ended For the year ended For the year ended For the year ended
Particulars Particulars
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Interest on borrowings 49 21 a. Net profit on sale of investment property - 4,277
Interest expense on lease liabilities (Refer note 35) 19 4 b. Gain on changes in fair value of put option liability (Refer footnote (i)) - 874
Unwinding of discount on security deposit - 6
c. Reversal of settlement provision relating to revenue contract - 713
Others - 13
- 5,864
68 44
Note:
(i) Revaluation impact of put option under written on CCPS of Mastek Enterprise Solutions Private Limited (Formerly known as Trans American
22 Depreciation and amortisation expenses
Information Systems Private Limited).
For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023
25 Earnings Per Share (EPS)
Depreciation/ amortisation on property, plant and equipment (Refer note 3(a)(i)) 768 1,035
Depreciation on right-of-use assets (Refer note 3(b)) 38 30 Basic EPS is calculated by dividing the net profit or loss for the period attributable to equity shareholders of the Company
Depreciation on investment properties (Refer note 3(d)) - 18 by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted EPS,
Amortisation on other intangible assets (Refer note 3(a)(ii)) 375 220
the net profit or loss for the period attributable to equity shareholders of the Company and the weighted average number of
shares outstanding during the period, are adjusted for the effects of all dilutive potential equity shares.
1,181 1,303
For the year ended For the year ended
Particulars
23 Other expenses March 31, 2024 March 31, 2023

The components of basic and diluted earnings per share are as follows:
For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 (a) Profit attributable to equity shareholders of the parent entity (basic) 11,302 13,214
Recruitment and training expenses 294 470 (b) Weighted average number (in absolute) of equity shares (basic)
Travelling and conveyance 604 403  Opening balance 30,524,827 30,018,021
Communication charges 104 113
Effect of share options exercised 96,103 52,956
Electricity 150 129
 Effect of share issued on conversion of CCPS 17,917 65,029
Consultancy and sub-contracting charges 417 395
 Weighted average number of equity shares for the year 30,638,847 30,136,006
Auditor's remuneration (Refer footnote (i)) 80 67
(c) Basic earnings per share (in ₹) 36.99 43.85
Repairs
Buildings 271 182 (d) Profit attributable to equity shareholders of the parent entity (diluted) 11,302 13,214
Others 940 481 (e) Weighted average number (in absolute) of equity shares (diluted)
Insurance 523 202  Weighted average number of equity shares (basic) 30,638,847 30,136,006
Printing and stationery 13 12  Effect of share options on issue 238,437 544,548
Purchase of software license 58 152 Weighted average number of equity shares for the year 30,877,284 30,680,554
Legal and professional fees 1,651 1,669 (f) Diluted earnings per share (in ₹) 36.63 43.07
Rent (Refer note 35) 36 57
(g) Nominal value of each share (in ₹) 5.00 5.00
Advertisement and publicity 131 74
Note:
Allowance for expected credit loss (net) 114 304
The average market value of the Company’s shares for the purpose of calculating the dilutive effect of share options was based on quoted
Bad debt written off - 41
market prices for the year during which the options were outstanding.
Hire charges 46 25
Donation (Refer note 40) 98 128 26 Employee benefit plans
Corporate social responsibility expenditure (Refer note 40) 161 112
Subscription charges 328 227
Amount recognised in the standalone statement of profit and loss in respect of gratuity cost (defined benefit plan -
(a) 
partially funded) is as follows:
Miscellaneous expenses 95 39
6,114 5,282 For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023
Note: Gratuity cost
(i) Auditor’s remuneration Service cost 337 308
For the year ended For the year ended Net interest cost 74 49
Particulars
March 31, 2024 March 31, 2023 Net gratuity cost 411 357
As auditor: Net actuarial (loss)/ gain recognised in OCI (15) 93
Statutory audit and limited review fees (including consolidation) 65 65 Amount shown as liability in the standalone balance sheet
In other capacity: Non current 1,529 1,102
Other services (certification fees) and reimbursement of expenses 15 2 Current - -
80 67 Total 1,529 1,102
 Mastek Limited About How We Building a Statutory Financial Shareholder
244 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 245

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
Demographic assumptions used: The experience adjustments, meaning difference between changes in plan assets and obligations expected on the basis of
For the year ended For the year ended
actuarial assumption and actual changes in those assets and obligations are as follows:
Particulars
March 31, 2024 March 31, 2023
As at As at
Discount rate (in %) 7.20% 7.40% Particulars
March 31, 2024 March 31, 2023
Salary escalation (in %) 10.00% 10.00% Experience adjustment on plan liabilities - gain/(loss) 35 (12)
Retirement age (in years) 60 Years 60 Years Financial adjustment on plan liabilities - (loss)/gain (34) 109
Mortality Rate Indian Assured Indian Assured Experience adjustment on plan assets - (loss)/gain (17) (4)
Lives Mortality Lives Mortality
(2012-14) (2012-14)
Sensitivity analysis
Average future service (in years) 5.78 years 5.58 years
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:
Attrition rate (in %)
For the year ended For the year ended As at March 31, 2024 As at March 31, 2023
Age (Years) Particulars
March 31, 2024 March 31, 2023 Increase Decrease Increase Decrease
21-30 21% 21% Discount rate (50 bps) (82) 88 (71) 79
31-40 15% 15% Salary growth (50 bps) 91 (82) 77 (69)
41-50 17% 17%
The sensitivity analysis is based on a change in one assumption while not changing all other assumptions. This analysis
51-59 10% 10%
may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in the
These assumptions were developed by the management with the assistance of independent actuarial appraiser. Discount assumptions would occur in isolation of another since some of the assumptions may be co-related. The possible change on
factors are determined close to each year end by reference to government bonds of relevant economic markets and account of change in attrition rate is not material.
that have terms to maturity approximating to the terms of the related obligation. Other assumptions are based on
management’s historical experience. The estimates of future salary increases, considered in actuarial valuation, takes into Maturity profile of defined benefit obligation (undiscounted):
account inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment As at As at
Particulars
March 31, 2024 March 31, 2023
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. 1 year 398 360
2 year 348 321
The weighted average duration of the defined benefit obligation as at March 31, 2024 is 6.05 years (March 31, 2023: 6.04 years).
3 year 360 297
The following table sets out the status of gratuity plan 4 year 386 301
For the year ended For the year ended 5 year 320 318
Particulars
March 31, 2024 March 31, 2023
6 year 303 258
Obligation at the beginning of the year 2,475 2,343
7 year 347 247
Current service cost 337 308
8 year 262 289
Interest cost 170 146
9 year 266 214
Actuarial loss/(gain) - due to change in financial assumption 34 (109)
10 years and beyond 1,815 1,637
Actuarial (gain)/loss - due to change in experience (35) 12
Benefits paid (131) (225) Risk:
Obligation at the end of the year 2,850 2,475
Factor Impact
Change in plan assets (maintained by LIC)
Discount rate Reduction in discount rate in subsequent valuations can increase the obligation.
Plan assets at the beginning of the year, at fair value 1,373 1,505
Salary escalation Actual salary increases will increase the obligation. Increase in salary increase rate assumption in future
Interest income on plan assets 96 97 valuations will also increase the obligation.
Remeasurement on plan assets less interest on plan assets (17) (4) Mortality and disability Actual deaths and disability cases proving lower or higher than assumed in the valuation can impact the obligation.
Benefits paid (131) (225) Withdrawals Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at
subsequent valuations can impact the obligation.
Plan assets at the end of the year, at fair value 1,321 1,373

Plan is governed by the Payment of Gratuity Act, 1972 (‘Gratuity Act’). 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.
Notes:
(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 2024-25 is ₹ 200 lakhs (FY 2023-24: ₹ 200 lakhs).
(ii) Plan assets are investment in unquoted insurer managed funds (100%) for current and previous year.
 Mastek Limited About How We Building a Statutory Financial Shareholder
246 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 247

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
The obligation for compensated absence is recognised basis Company’s leave policy. Company follow calendar year for
(b)  (b) The reconciliation between the provision of income tax of the Company and amounts computed by applying
leave accumulation. Maximum of 18 days can be accrued during a year and maximum cap on accumulation is 45 days. the Indian statutory income tax rate to profit before taxes is as follows:
Leaves in excess of maximum cap can be encashed during the tenure or on separation from the Company. Net charge For the year ended For the year ended
Particulars
to the standalone statement of profit and loss the year ended March 31, 2024 is ₹ 195 lakhs (March 31, 2023: ₹ 244 March 31, 2024 March 31, 2023
lakhs). Profit before tax 11,668 16,565
Enacted income tax rate in India 25.17% 29.12%
Demographic assumptions used: Computed expected tax expense 2,937 4,824

Particulars
For the year ended For the year ended Effect of:
March 31, 2024 March 31, 2023
Tax effect of amount which are not (taxable)/ deductible in calculating taxable income
Discount rate (in %) 7.20% 7.40% Timing difference between book depreciation and depreciation as per the Income-tax Act, 1961 27 58
Salary escalation (in %) 10.00% 10.00% (net)
Corporate social responsibility expenditure 65 35
The Company contributed ₹ 856 lakhs for the year ended March 31, 2024 (March 31, 2023: ₹ 774 lakhs) for the defined
(c)  Allowance for expected credit loss (net) 29 89
contribution plan towards legal obligations, which includes contribution towards provided fund, employee state insurance Provision for cost overruns (13) (42)
commission and labour welfare fund. Also, the obligation of the Company is limited to the amount contributed and it has Disallowance under section 43B 124 114
no further contractual or constructive obligation. Profit on sale of property, plant and equipment (net) (13) (3)
ESOP expense (401) -
27 Income taxes Others (net) (36) 87
(a) Income tax expense/(credit) in the standalone statement of profit and loss consists of: Long Term Capital Gain (LTCG)/Short Term Capital Gain (STCG) Indexation, carried forward losses - (409)
adjusted
For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023
Dividend income u/s 80M (1,413) (1,664)
Tax provision related to Bilateral Advance Pricing Arrangement - 836
Current tax 1,306 3,669
Fair valuation of put option - (256)
Deferred tax* 2,861 (318)
Deferred tax charge/(credit) (including impact of change in tax rate in current year) 2,541 (375)
Income tax relating to earlier years ** (3,801) -
Income tax relating to earlier years (3,801) -
Income tax expense recognised in the profit or loss 366 3,351
Total income tax expense recognised in the standalone statement of profit and loss 46 3,294
Deferred tax (credit)/ expense recognised in OCI
Defined benefit obligation (26) 28
(c) The movement in deferred income tax assets and (liabilities) for the year ended March 31, 2024 is as follows:
Loss on change in fair value of forward contracts designated as cash flow hedges (294) (85)
Carrying value as at Changes through Changes Carrying value as at
Loss on change in fair value of financial instruments - - Particulars
April 01, 2023 profit or loss through OCI March 31, 2024
(320) (57) Property, plant and equipment and other intangible assets 327 (30) - 297
Out of above deferred tax expense, Allowance for expected credit loss 160 8 - 168
The amount of deferred tax expense relating to the origination and reversal of temporary (470) (375) Provision for employee benefits 587 18 26 631
differences Net change in fair value of investment 23 (4) - 19
The amount of deferred tax expense/(income) relating to changes in tax rates 198 - Cash flow hedge (381) - 294 (87)
The amount of deferred tax expense/(income) relating to derecognition of previously recognised 2,813 - MAT Credit entitlement 2,840 (2,840) - -
deductible temporary differences Others 105 (13) - 92
* During the year ended March 31, 2024, the management of the Company has decided to opt for new tax rate regime as per Section 115BAA Total 3,661 (2,861) 320 1,118
of the Income-tax Act, 1961, effective FY 2022-23. As per provisions of Section 115BAA, the Company on shifting to new tax regime will be
taxed at a lower rate and would not be required to pay Minimum Alternate Tax (MAT) and, as a consequence, no longer claim MAT credits.
Accordingly, deferred tax adjustments during the year ended March 31, 2024, primarily include reversal of deferred tax asset (towards MAT The movement in deferred income tax assets and (liabilities) for the year ended March 31, 2023 is as follows:
credit) amounting to ₹ 2,840 lakhs and remeasurement of other opening deferred tax balances, based on the new tax rate.
Carrying value as at Changes through Changes Carrying value as at
Particulars
April 01, 2022 profit or loss through OCI March 31, 2023
** The Company had filed for a Bilateral Advance Pricing Arrangement (‘BAPA’) in the financial year 2015-16, under which the Company had
recognised a provision in its books of account based on the most likely outcome expected as per the BAPA. Since no agreement could be reached Property, plant and equipment and other intangible assets 620 (293) - 327
between the respective competent tax authorities, the said application has been closed by them during the year ended March 31, 2024. Basis Allowance for expected credit loss 83 77 - 160
the analysis done by management of the Company, the additional tax provision upto March 31, 2023, amounting to ₹ 2,755 lakhs, being no longer
Provision for employee benefits 472 143 (28) 587
required, has been reversed during the year and included under ‘income tax relating to earlier years’.
Net change in fair value of investment (54) - 77 23
During the year ended March 31, 2024, the management of the Company has decided to opt for new tax rate regime as per Section 115BAA of
the Income-tax Act, 1961, effective FY 2022-23. Accordingly, adjustment (reversal) was also required to the provision recognised for the year
Cash flow hedge (389) - 8 (381)
ended March 31, 2023, at the higher tax rate (prior to the adoption of new tax regime), which have been included under ‘income tax relating MAT credit entitlement 2,229 611 - 2,840
to earlier years’. Others 323 (218) - 105
Total 3,284 320 57 3,661

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.
 Mastek Limited About How We Building a Statutory Financial Shareholder
248 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 249

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs)
28 Related party disclosures as per Ind AS 24 Transactions with above related parties during the year were:-

Relationships have been disclosed where transactions have taken place and relationships involving control: For the year ended For the year ended
Name of Related Party Nature of relationship
March 31, 2024 March 31, 2023
Name of related party Nature of relationship Country of Incorporation Mastek (UK) Limited Information Technology Services^ 31,199 24,865
Mastek (UK) Limited Subsidiary United Kingdom Other income 186 49
Mastek Enterprise Solution Private Limited Subsidiary India Dividend received from subsidiary 5,612 5,714
Meta Soft Tech Systems Private Limited (w.e.f August 01, 2022) Subsidiary India Reimbursable/other expenses recoverable 387 531
Mastek Inc. Step-down Subsidiary United States of America Guarantee income^ 115 203
Mastek Inc. Information Technology Services^ 180 447
Trans American Information Systems Inc. Step-down Subsidiary United States of America
Guarantee income^ 548 -
Mastek Digital, Inc. Step-down Subsidiary Canada
Reimbursable/other expenses recoverable 242 164
Evolutionary Systems Canada Limited Step-down Subsidiary Canada
Reimbursable/other expenses payable 15 18
MetasoftTech Solutions LLC (w.e.f August 01, 2022) Step-down Subsidiary United States of America
Guarantee given against loan availed by subsidiary* 13,913 24,651
BizAnalytica LLC (w.e.f August 01, 2023) Step-down Subsidiary United States of America Trans American Information Systems Inc. Information Technology Services^ 1,105 430
Acquired through Business Transfer Agreement (BTA) (Refer note 39 for manner and date of acquisition) Other income 18 36
Mastek Arabia FZ LLC Step-down Subsidiary United Arab Emirates Reimbursable/other expenses recoverable 51 19
Evolutionary Systems Consultancy LLC Step-down Subsidiary United Arab Emirates Mastek Digital, Inc. Reimbursable/other expenses recoverable 8 4
Mastek Arabia Systems Egypt LLC (formerly known as Evolutionary Systems Step-down Subsidiary Egypt Mastek Enterprise Solution Information Technology Services^ 455 2,472
Egypt LLC) Private Limited Other income 2 -
Evosys Kuwait WLL Step-down Subsidiary Kuwait Reimbursable/other expenses recoverable 85 412
Evolutionary Systems Saudi LLC Step-down Subsidiary Kingdom of Saudi Arabia Reimbursable/other expenses payable - 167
Mastek Systems Bahrain WLL (formerly know as Evolutionary Systems Bahrain Step-down Subsidiary Bahrain Guarantee income^ 29 33
WLL) Consideration paid on behalf of subsidiary^^ 11,580 18,095
Acquired through Demerger Co-operation Agreement (DCA) (Refer note 39 for manner and date of acquisition) Mastek Arabia FZ LLC Information Technology Services^ 69 7
Mastek Systems Company Limited (formerly known as Evolutionary Systems Step-down Subsidiary United Kingdom Reimbursable/other expenses recoverable 1 0
Company Limited) Reimbursable/other expenses payable 70 -
Newbury Cloud, Inc. Step-down Subsidiary United States of America Evolutionary Systems Consultancy LLC Information Technology Services^ 59 59
Evolutionary Systems Corp. Step-down Subsidiary United States of America Reimbursable/other expenses recoverable 25 8
Mastek Systems (Malaysia) SDH BHD (formerly known as Evosys Consultancy Step-down Subsidiary Malaysia Mastek Systems (Malaysia) SDH BHD Information Technology Services^ 67 192
Services (Malaysia) SDN BHD) Reimbursable/other expenses recoverable - 3
Evolutionary Systems Qatar WLL Step-down Subsidiary Qatar Reimbursable/other expenses payable 2 -
Mastek Systems Pty Ltd (Formerly known as Evolutionary Systems Pty Ltd) Step-down Subsidiary Australia Mastek Systems (Singapore) Pte. Limited Information Technology Services^ 390 54
Mastek Systems B.V. (formerly known as Evolutionary Systems B.V.) Step-down Subsidiary Netherlands Reimbursable/other expenses recoverable - 5

Mastek Systems (Singapore) Pte. Limited (formerly known as Evolutionary Step-down Subsidiary Singapore Reimbursable/other expenses payable 13 -
Systems (Singapore) Pte. Limited) Evolutionary Systems Corp. Reimbursable/other expenses recoverable 64 38
Other income 6 -
Key Management Personnel ('KMP'): Ashank Desai, Vice Chairman and Managing Director (till March 31, 2023)
Mastek Systems Company Limited Information Technology Services^ 69 -
Arun Agarwal, Global Chief Financial Officer
Reimbursable/other expenses recoverable 52 11
Dinesh Kalani, Sr. Vice President - Group Company Secretary Mastek Systems Pty Ltd Information Technology Services^ 16 -
Global Chief Executive Officer (CEO): Hiral Chandrana, Global Chief Executive Officer Reimbursable/other expenses recoverable 22 8
Directors: Ashank Desai, Non-Executive Director and Chairman (w.e.f. April 01, 2023) Mastek Systems B.V. Information Technology Services^ 1 -
Ketan Mehta, Non-Executive Director Reimbursable/other expenses recoverable 13 6
Rajeev Grover, Non-Executive Director Evolutionary Systems Qatar WLL Reimbursable/other expenses recoverable 0 3
Umang Nahata, Non-Executive Director (w.e.f July 19, 2023) Evolutionary Systems Saudi LLC Reimbursable/other expenses recoverable 18 8
Meta Soft Tech Systems Private Limited Information Technology Services^ 69 4
Suresh Vaswani, Non-Executive Director (w.e.f. December 11, 2022)
Reimbursable/other expenses recoverable 5 73
Marilyn Jones, Non-Executive Director (w.e.f September 5, 2023)
Mastek Systems Bahrain WLL Information Technology Services^ 2 -
Priti Rao, Non-Executive Director (upto May 1, 2023)
MetasoftTech Solutions LLC Reimbursable/other expenses recoverable 60 -
Atul Kanagat, Non-Executive Director (upto January 17, 2023)
BizAnalytica LLC Information Technology Services^ 1,345 -
S Sandilya, Non-Executive Director (upto March 03, 2023) Mastek Foundation Contribution towards CSR activities and donation 259 240
Enterprise where KMP has control: Mastek Foundation
Notes:
1. Transactions upto the date of cessation/from the date of establishment of related party relationship have been considered for disclosure.
2. Foreign currency transactions are reported in INR using exchange rate at the transaction date.
 Mastek Limited About How We Building a Statutory Financial Shareholder
250 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 251

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
Balances outstanding are as follows:- Name of Related Party Nature of relationship
As at As at
March 31, 2024 March 31, 2023
As at As at
Name of Related Party Nature of relationship Evolutionary Systems Saudi LLC Other receivables 13 8
March 31, 2024 March 31, 2023

Mastek (UK) Limited Trade receivables 1,055 361 Meta Soft Tech Systems Private Trade receivables 96 84
Limited
Other receivables 52 43 Other receivables 3 -
Guarantee commission receivable^ 12 146 Mastek Systems Bahrain WLL Other receivables 2 -
Guarantee commission liability (at fair value)^ 117 283 MetasoftTech Solutions LLC Other receivables 23 -
Guarantee outstanding against loan availed by subsidiary* 5,482 12,071 BizAnalytica LLC Trade receivables 1,348 -
Mastek Inc. Trade receivables 131 141
Notes:
Other receivables 102 179
1. Foreign currency balances (other than advances) are reinstated in INR using year end exchange rate.
Guarantee commission receivable^ 296 - 2. Equity and equity like investments (as at balance sheet date) are not considered under ‘Balances outstanding (as at year-end)’ as these are
Guarantee commission liability (at fair value)^ 1,102 - not considered ‘outstanding’ exposures.

Trade payables 34 - 3. All the amounts due to/from related parties (as at year-end) are unsecured.
4. All the amounts due to/from related parties (as at year-end), other than advances, will be cash-settled. Goods or services will be
Guarantee outstanding against loan availed by subsidiary* 37,903 24,651
received/ provided against the advance given/taken, if any.
Trans American Information Other receivables 20 16 5. For security provided by Mastek Limited for the loans availed by subsidiary companies, refer footnote (ii) to Note 3.
Systems Inc.
Trade receivables 611 121 * The guarantees have been given for loans availed by the respective subsidiaries. Also, the disclosure is of guarantee equivalent to amount of
Mastek Digital, Inc. Other receivables 3 4 loan availed (for transactions during the year) and loan outstanding (balance outstanding as at reporting date).

Mastek Enterprise Solution Trade receivables 204 2,200 ^ This also includes foreign exchange adjustment/fair value adjustment.
Private Limited ^^ Consideration paid on behalf of subsidiary is pursuant to acquisition (Refer note 39(a)).
Other receivables 82 178
Trade payables 1 -
KMP compensation:
Guarantee commission receivable^ 59 82
For the year ended For the year ended
Guarantee commission liability (at fair value)^ 52 74 Particulars
March 31, 2024 March 31, 2023
Consideration paid on behalf of subsidiary^^ 74,837 63,257 (i) Short term employee benefits 433 635
Mastek Arabia FZ LLC Trade receivables - 8 (ii) Post employment benefits - -
Other receivables - 0 (iii) Other long-term benefits* 17 -
Other payables 104 - (iv) Termination benefits - -
Evolutionary Systems Trade receivables 22 44 (v) Share based payments ** - 9
Consultancy LLC
Other receivables 18 8 Payable as at year end 76 88
Mastek Systems (Malaysia) SDH Trade receivables 55 149
* The KMP’s are covered under the gratuity policy and leave entitlement policy along with other eligible employee of the Company.
BHD
Other payables 10 - Proportionate amount of gratuity and compensated absences expenses and provision for gratuity and compensated absences, which are
Other receivables - 3 determined actuarially are not mentioned in the aforementioned disclosure as these are computed for the Company as a whole.
** Represents the perquisite component, i.e., the difference between exercise price and fair market value of the option.
Mastek Systems (Singapore) Pte. Trade receivables 299 42
Limited Notes:
Other receivables - 5
1. Company has paid the remuneration to its directors during the year in accordance with the provision of and limits laid down under section
Other payables 15 -
197 read with Schedule V to the Act.
Evolutionary Systems Corp. Other receivables 26 38 2. There are no commitments with any related party during the year or as at year end.
Mastek Systems Company Other receivables 24 11 3. All the related party transactions are made on terms equivalent to those that prevail in an arm’s length transaction, for which prior
Limited approval of Audit Committee was obtained during the years ended March 31, 2024 and March 31, 2023.
Trade receivables 70 -
Mastek Systems Pty Ltd Other receivables 8 8
Trade receivables 16 -
29 Segment reporting
Mastek Systems B.V. Other receivables 6 6 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
Trade receivables 1 -
segment are therefore presented in these standalone financial statements.
Evolutionary Systems Qatar WLL Other receivables - 3
 Mastek Limited About How We Building a Statutory Financial Shareholder
252 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 253

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
30 Financial instrument 3. The fair values for finance lease contracts and financial guarantee contract were calculated based on cash flows
The carrying value and fair value of financial instruments by categories as at March 31, 2024 and March 31, 2023 is discounted using market interest rate on the date of initial recognition and fair values for deposits were calculated
as follows: based on cash flows discounted using market interest rate on the date of initial recognition and subsequently on
each reporting date. The lease liability is initially recognised at the present value of the future lease payments
Particulars
Carrying Value Fair Value and is discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 borrowing rates and subsequently measured at amortised cost. Investment in mutual funds are designated at
Financial assets (other than investment in subsidiaries) FVTPL and mark to market gain/ loss is recorded in statement of profit and loss on each reporting date.
Amortised cost 4. Fair value of long term borrowings approximate their carrying amounts due to the fact that no upfront fees is paid
Trade receivable 4,800 3,757 4,800 3,757 as compensation to secure the borrowing and the interest rate is equal to the market interest rate.
Cash and cash equivalents 763 692 763 692
The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair
Other bank balance 65 51 65 51
value on recurring basis as at March 31, 2024 and March 31, 2023.
Other financial assets 1,412 525 1,412 525
Fair value measuring using
Security deposits 56 107 56 107 Particulars Date of valuation Total
Level 1 Level 2 Level 3
Investment in bank and margin deposits 42 40 42 40
Financial assets measuring at fair value
Investment in bonds 53 53 53 53
Derivative assets
FVTPL
Foreign exchange forward contract March 31, 2024 842 - 842 -
Investment in mutual funds 1,824 - 1,824 -
FVTPL financial assets
FVOCI
Investment in mutual funds March 31, 2024 1,824 1,824 - -
Derivative assets 842 1,307 842 1,307
Total assets 9,857 6,532 9,857 6,532
Fair value measuring using
Financial liabilities Particulars Date of valuation Total
Level 1 Level 2 Level 3
Amortised cost Financial assets measuring at fair value
Borrowings 4,959 271 4,959 271 Derivative assets
Lease liabilities 189 23 189 23 Foreign exchange forward contract March 31, 2023 1,307 - 1,307 -
Trade payables 2,318 2,436 2,318 2,436 FVTPL financial assets
Other financial liabilities 4,302 1,894 4,302 1,894 Investment in mutual funds March 31, 2023 - - - -
Total liabilities 11,768 4,624 11,768 4,624

31.1 Valuation techniques and significant unobservable inputs (Level 2 and Level 3 instruments)
31 Fair value hierarchy
Significant Inter-relationship between
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. Instrument Valuation technique unobservable significant unobservable inputs Range
inputs and fair value measurements
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either Foreign The fair value is determined using quoted forward Not Not applicable Not Not
directly (i.e. as prices) or indirectly (i.e. derived from prices). exchange exchange rates at the reporting date and present applicable applicable applicable
forward value calculations based on high credit quality
Level 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). contract yield curves in the respective currencies
There have been no transfers amongst the level of hierarchy during the current and previous year.
31.2 Financial instrument considered under level 3 classification
For assets and liabilities that are recognised in the standalone financial statements on a recurring basis, the Company
As at As at
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on Particulars
March 31, 2024 March 31, 2023
the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. Derivative instrument (Put option)
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be Balance at the beginning of the year - 874
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following Less: Fair value gain recognised through profit or loss - (874)
methods and assumptions are used to estimate the fair values. Balance at the end of the year - -
1. Fair value of cash and cash equivalents, other bank balances, trade receivables, trade payables, other current
financial assets/liabilities and short term borrowings approximate their carrying amounts largely due to short term
maturities of these instruments.

2. Financial instruments are evaluated by the Company based on parameters such as individual credit worthiness
of the counter-party. Based on this evaluation, allowances are taken to account for expected losses of these
receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.
 Mastek Limited About How We Building a Statutory Financial Shareholder
254 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 255

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
32 Financial risk management Accounting for cash flow hedge
The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The The objective of hedge accounting is to represent, in the Company’s standalone financial statements, the effect of the
Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential Company’s use of financial instruments to manage exposures arising from particular risks that could affect profit or
adverse effects on its financial performance. The Company’s management oversees the management of these risk and loss. As part of its risk management strategy, the Company makes use of derivative financial instruments for hedging
formulates the policies which are reviewed and approved by the Board of Directors and Audit Committee. Such risks the risk arising on account of highly probable future forecasted sales.
are summarised below:
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
(i) Market risk
position from an accounting and risk monitoring perspective. Hedge effectiveness is ascertained at the time of
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change inception of the hedge and periodically thereafter. The Company assesses hedge effectiveness on prospective basis.
in market prices. The primary market risk to the Company is currency risk and other price risk. The Company does not The prospective hedge effectiveness test is a forward looking evaluation of whether or not the changes in the fair
have any borrowings with floating interest rate, thus interest rate risk is not applicable. value or cash flows of the hedging position are expected to be highly effective in offsetting the changes in the fair
value or cash flows of the hedged position over the term of the relationship.
Currency risk
For derivative financial instruments designated as hedge, the Company documents, at inception, the economic
The Company’s exposure to risk of change in foreign currency exchange rates arising from foreign currency
relationship between the hedging instrument and the hedged item, the hedge ratio, the risk management objective for
transactions, is primarily with respect to the currencies which are not fixed. Foreign exchange risk arises from future
undertaking the hedge and the methods used to assess the hedge effectiveness. The hedge ratio is 1:1.
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 The Company determines the existence of an economic relationship between the hedging instrument and hedged item
risk exposures. The counter party of these derivative instruments are primarily banks. These derivative financial based on the currency, amount and timing of their respective cash flows. The foreign exchange forward contracts are
instruments are valued based on inputs that is directly or indirectly observable in the marketplace. 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.
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 Hedge effectiveness is assessed through the application of dollar offset method and designation of forward contract
be undertaken. as the hedging instrument. Further to determine hedge effectiveness, Company creates the hypothetical forward
contract rate as on the date of reporting and takes mark-to-market rate of forward contract rate in order to
These derivative financial instruments are forward contracts and are qualified for cash flow hedge accounting when
determine hedge ineffectiveness. Hedge effectiveness is calculated using the following formula: Change in fair value
the instrument is designated as hedge. Company has designated major portion of derivative instruments as cash flow
of hedging instrument/change in fair value of hedged item. Effective portion of cash flow hedge is taken to cashflow
hedges to mitigate the foreign exchange exposure of highly probable future forecasted sales.
hedge reserve, which is a separate portion within equity i.e. OCI and ineffective portion is immediately charged to
The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts outstanding: the standalone statement of profit and loss. Balances in cashflow hedge reserve are transferred to the standalone
statement of profit and loss in the period, when sales occur and cash flows actually effects the profit or loss.
As at As at
Designated derivative instrument
March 31, 2024 March 31, 2023
The table below enumerates the Company’s hedging strategy, typical composition of the Company’s hedge portfolio,
Forward contract (Amount in GBP lakhs) 180 263 the instruments used to hedge risk exposures and the type of hedging relationship:
Number of contracts (in absolute) 296 352
Type of risk / Hedging Type of hedging
Fair value in ₹ lakhs 348 1,307 Hedged item Description of hedging strategy Description of hedging instrument
hedge position instrument relationship

Cash flow Highly Foreign currency denominated Foreign Forward contracts are contractual Cash flow
Forward contracts covers part of the exposure during the period April 2024 - March 2027 hedge of probable in proceeds from highly probable exchange agreements to buy or sell a specified hedge
foreign forecasted forecasted sales is converted into forward financial instrument at a specific price
As at As at currency risk sales functional currency using a forward contracts and specified date in the future. These
Designated derivative instrument
March 31, 2024 March 31, 2023
contract. Functional currency of are customised contracts transacted in
Forward contract (Amount in USD lakhs) 186 - the Company is INR. the over–the–counter market.
Number of contracts (in absolute) 4 -
There was no hedge ineffectiveness during the year.
Fair value in ₹ lakhs 494 -
The tables below provide details of the financial contracts that have been designated as cash flow hedge for the
Forward contracts covers part of the exposure during the period April 2024 - March 2027 periods presented:
As at As at
Mark-to-Market (losses)/gains
March 31, 2024 March 31, 2023 Foreign exchange forward contracts
Opening balance of Mark-to-market gains receivable on outstanding derivative contracts 1,307 1,335 Line item
Changes in the Hedge Amount Line item in
in profit or
Released from hedging reserve account to profit or loss (540) (1,000) Reporting Nominal amount Derivative Derivative value of the ineffectiveness reclassified from profit or loss
loss that
date (in FC million) assets liabilities hedging instrument recognised in hedging reserve affected by the
Changes in the value of derivative instrument recognised in OCI (419) 972 includes hedge
recognised in OCI profit or loss to profit or loss reclassification
ineffectiveness
Ineffective portion of changes in fair value 494 -
March GBP 18 million 842 - (419) 494 Other income (540) Revenue from
Closing balance of Mark-to-market gains receivable on outstanding derivative contracts 842 1,307 31, 2024 USD 19 million operations
Disclosed under: March GBP 26 million 1,307 - 972 - Not applicable (1,000) Revenue from
Other financial assets - Current 508 678 31, 2023 operations
Other financial assets - Non current 334 629
842 1,307
 Mastek Limited About How We Building a Statutory Financial Shareholder
256 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 257

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
Non-derivative financial instruments Price risk
The following table presents foreign currency risk from non-derivative financial instrument as of March 31, 2024 and The Company is mainly exposed to the price risk due to its investment in mutual funds. The price risk arises due to
March 31, 2023: uncertainties about the future market values of these investments. 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 March 31, 2024
Amount in respective foreign currencies (in lakhs) Amount (₹ in lakhs) As at As at
Currency Particulars
March 31, 2024 March 31, 2023
Financial Financial Net assets/ Financial Financial Net assets/
assets liabilities (liabilities) assets liabilities (liabilities) Investments in mutual funds - -
USD 23 (1) 22 1,922 (50) 1,872
GBP - (0) (0) - (3) (3) Impact on profit or loss
Particulars
AED (3) - (3) (65) - (65) March 31, 2024 March 31, 2023

MYR 2 - 2 36 - 36 Price change by:

SGD (0) - (0) (8) - (8) 100 basis points increase - -
CAD 0 - 0 3 - 3 100 basis points decrease - -
EUR 0 - 0 7 - 7
AUD 0 - 0 25 - 25 (ii) Credit risk
BHD 0 - 0 2 - 2 Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to
SAR 1 - 1 13 - 13 meet its contractual obligations, and arises from cash and cash equivalents, bank balances, other financial assets as
Total (in INR) 1,935 (53) 1,882 well as credit exposures to customers including outstanding receivables. The maximum exposure to credit risk is equal
to the carrying value of the financial assets.
As at March 31, 2023

Currency
Amount in respective foreign currencies (in lakhs) Amount (₹ in lakhs) Trade receivables
Financial Financial Net assets/ Financial Financial Net assets/
assets liabilities (liabilities) assets liabilities (liabilities) The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. To
USD 5 (0) 5 419 (24) 395
manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial
condition, current economic trends, forward looking macroeconomic information, analysis of historical bad debts and
GBP - - - - - -
ageing of accounts receivables. Individual risk limits are set accordingly.
AED 3 - 3 59 - 59
MYR 7 - 7 135 - 135 The expected credit loss rates are based on the payment profiles of sales over a period of time and the corresponding
SGD 0 - 0 3 - 3 historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current
CAD 0 - - 4 - 4 and forward-looking information on macro-economic factors affecting the ability of the customers to settle the
receivables. The Company recognises lifetime expected losses for all trade receivables that do not constitute a
EUR 0 - - 6 - 6
financing component.
AUD 0 - - 8 - 8
QAR 0 - - 3 - 3 Outstanding customer receivables are regularly monitored.
SAR 0 - - 8 - 8
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
Total (in INR) 645 (24) 621 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.
The Company had outstanding corporate guarantee (in GBP and USD) on behalf of its subsidiaries, Mastek (UK) Limited
and Mastek Inc., equivalent to ₹ 43,385 lakhs (March 31, 2023: ₹ 36,722 lakhs). It is contingent in nature and Company The following table gives details in respect of revenues generated from top customer and top 5 customers:
does not expect any liability against the same in foreseeable future.
For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023
Sensitivity to foreign currency risk Revenue from Top Customer 83% 83%
The following table demonstrates the sensitivity in significant foreign currencies with all other variables held constant. Revenue from Top 5 Customers 94% 95%
The below impact on the Company’s standalone profit or loss before tax and equity is based on changes in the fair
value of unhedged foreign currency monetary assets and liabilities as at standalone balance sheet date: Amongst the top customers, significant revenue is earned from related entities/group companies and management do
not foresee any concentration risk or credit risk.
Impact on equity Impact on profit or loss
Particulars
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 The following table gives details in respect of geography-wise trade receivables (gross):
USD sensitivity As at As at As at As at
Particulars
Increase by 1% (19) (4) 19 4 March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023

Decrease by 1% 19 4 (19) (4) United Kingdom 1,170 386 21% 9%

Other currencies sensitivity North America 398 70 7% 2%

Increase by 1% (0) (2) 0 2 AMEA 3,899 3,854 71% 89%

Decrease by 1% 0 2 (0) (2) Major revenue is earned from related entities/group companies and management do not foresee any concentration risk
or credit risk.
 Mastek Limited About How We Building a Statutory Financial Shareholder
258 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 259

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
Other financial assets The table below provides details regarding the contractual maturities of financial liabilities as at March 31, 2024 and
The Company periodically monitors the recoverability and credit risks of its other financial assets. The Company March 31, 2023:
evaluates 12 months expected credit losses for all the financial assets for which credit risk has not increased
significantly. In case credit risk has increased significantly, the Company considers life time expected credit losses for March 31, 2024
the purpose of impairment provisioning. Less than one One to five More than five
Particulars On demand Total
year years years
The Company has considered financial condition, current economic trends, forward looking macroeconomic Borrowings - 702 4,257 - 4,959
information, analysis of historical bad or doubtful receivables and ageing of receivables related to cash and cash
Trade payables - 2,318 - - 2,318
equivalents, bank balances, bank and margin deposits, security deposits and other financial assets. In most of the
Lease liabilities - 46 168 92 306
cases, risk is considered low since the counterparties are reputed organisations with no history of default to the
Company and no unfavourable forward looking macro economic factors. Wherever applicable, expected credit loss Other financial liabilities - 3,461 933 - 4,394
allowance is recorded.
March 31, 2023
Expected credit loss for trade receivables Less than one One to five More than five
Particulars On demand Total
year years years
As at March 31, 2024 0 - 60 Days 61-90 days 91-180 days 181-365 days 365 -730 days Credit impaired
Borrowings - 78 193 - 271
Gross trade receivables 4,159 74 - 76 881 277
Trade payables - 2,436 - - 2,436
Less: Related party receivables (3,752) (72) - (76) (358) (30)
Lease liabilities - 2 10 95 107
Net trade receivables 407 2 - - 523 247
Other financial liabilities - 1,671 263 - 1,934
Expected loss rates 0.00% 0.25% 2.50% 25.00% 75.00% 100.00%
Expected credit loss - 0 - - 392 247 The Company has ₹ 5,600 lakhs (March 31, 2023: ₹ 3,700 lakhs) credit line facility that is unsecured and can be drawn
down to meet short-term financing needs. Interest would be payable at a rate mutually agreed with banks at the time
Until March 31, 2023 Company was using specific identification method for computing allowance for expected credit
of drawdown.
loss. From this year onwards, management has shifted to simplified approach given under Ind AS 109 and accordingly,
disclosure above is given only for the year ended March 31, 2024.
33 Capital management
The following table summarises the change in the loss allowance measured using expected credit loss model on The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
trade receivables: 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
Particulars March 31, 2024 March 31, 2023
as to maximise shareholder value. The capital structure is as follows:
At the beginning of the year 553 290
As at As at
Provision made during the year 158 263 Particulars
March 31, 2024 March 31, 2023
Provision reversed during the year (44) -
Total equity 83,852 74,273
At the end of the year 667 553
Less: Effective portion of cash flow hedge (262) (927)
Impairment loss on trade receivables arising from contracts with customers (net) 114 263 (i) Adjusted equity 83,590 73,346
Current borrowing 702 78
The Company does not require collateral in respect of trade receivables. Also, there are no such receivables for which
no loss allowance is recognised because of collateral. Non current borrowing 4,257 193
(ii) Total loans and borrowings 4,959 271
(iii) Liquidity risk (iii) Cash and cash equivalent 763 692
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Total capital (i+ii) 88,549 73,617
Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet Total adjusted capital (i+ii-iii) 87,786 72,925
its liabilities when due. Also, the Company has unutilized credit limits with banks. The Company’s corporate treasury Net debt (ii-iii) 4,196 (421)
department is responsible for liquidity, funding and settlement management. In addition, processes and policies related Adjusted equity as a % of total capital 94.40% 99.63%
to such risks are overseen by senior management of the Company. The Company’s management monitors the net
Debt to total capital (in %) 5.60% 0.37%
liquidation position through rolling forecast on the basis of expected cash flows.
Net debt to total adjusted capital (in %) 4.78% (0.58%)
Also, the probability that guarantee given by the Company on behalf of its subsidiaries, Mastek (UK) Limited (‘Mastek
UK’) and Mastek Inc., for their respective borrowings, will be invoked, is remote. Mastek UK has history of timely The Company is predominantly equity financed which is evident from capital structure table. Further, the Company has
repayment and financial strength to repay the loans. Similarly, Mastek Inc. has history of timely repayment and support always been in a net cash position.
from its holding company, Mastek UK, if required. Acquisition of MetasoftTech Solutions LLC (‘MetaSoft USA’) by Mastek
Inc. during the year ended March 31, 2023 and BizAnalytica LLC (‘Biz USA’) during the year ended March 31, 2024 have
further positive impact on the operations in the region. Accordingly, such guarantees are not expected to impact the
liquidity risk profile of the Company.
 Mastek Limited About How We Building a Statutory Financial Shareholder
260 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 261

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
34 Employee Stock Based Compensation The weighted average share price on the date of exercise for share options exercised during the year ended March 31,
(i) Plan V 2024 is ₹ 1,977 (March 31, 2023: ₹ 1,810).
The Company introduced a new scheme in financial year 2008 for granting 1,500,000 stock options to the employees, each  ote: The Company does not have a past practice of cash settlement for these ESOPs. The Company accounts for the
N
option representing one equity share of the Company. The vesting period of stock options will range from one year to four ESOPs as an equity-settled plan.
years from the date of grant. The stock options are exercisable within a period of seven years from the date of vesting.
The following tables summarise information about the options outstanding under various programs as at March 31, 2024
For the year ended March 31, 2024 For the year ended March 31, 2023 and March 31, 2023, respectively:
Particulars No. of share Weighted average No. of share Weighted average
options Exercise price options Exercise price As at March 31, 2024

Outstanding options at beginning of the year - - 6,725 47 Particulars No. of share Weighted average remaining Weighted average
options contractual life in years Exercise price
Granted during the year - - - -
Programme VI 14,967 2.0 153
Exercised during the year - - (6,225) 47
Programme VII 384,900 6.6 49
Lapsed/ Cancelled/ Forefeited during the year - - (500) 47
Outstanding options at end of the year - - As at March 31, 2023
Options exercisable at end of the year - - Particulars Weighted average remaining Weighted average
No. of share options
contractual life in years Exercise price
The weighted average share price on the date of exercise for share options exercised during year ended March 31, 2023 Programme VI 39,919 1.7 147
was ₹ 2,193.
Programme VII 469,964 5.7 55

(ii) Plan VI The weighted average fair value of each unit under the plan, granted during the year ended March 31, 2024 was
The Company introduced a new scheme in financial year 2010 for granting 2,000,000 stock options to the employees, each ₹ 1,877 (March 31, 2023: ₹ 2,091) using the Black-Scholes model with the following assumptions:
option representing one equity share of the Company. The vesting period of stock options will range from one year to four
As at As at
years from the date of grant. The stock options are exercisable within a period of seven years from the date of vesting. Particulars
March 31, 2024 March 31, 2023

For the year ended March 31, 2024 For the year ended March 31, 2023 Weighted average grant date share price (in ₹) 1,988 2,185
Particulars No. of share Weighted average No. of share Weighted average Weighted average exercise price (in ₹) 5 5
options Exercise price options Exercise price
Dividend yield (in %) 0.96% 0.73%
Outstanding options at beginning of the year 39,919 147 73,309 120
Expected life (in year) 4.51-6.51 Years 3-7 years
Granted during the year - - - -
Risk free interest rate (in %) 7.06% 7.03%
Exercised during the year (14,770) 125 (9,296) 130
Volatility (in %) 48.04% 50.04%
Lapsed/Cancelled/Forefeited during the year (10,182) 170 (24,094) 72
Outstanding options at end of the year 14,967 153 39,919 147 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
Options exercisable, end of the year 14,967 153 39,919 147
of the continuously compounded rates of return on the stock over a period of time. Company considered the daily
Range of exercise price for options outstanding ₹ 49.2 - 188 ₹ 40 - 188
historical volatility of the Company’s stock price on NSE over the expected life of each vest.
The weighted average share price on the date of exercise for share options exercised during the year ended March 31, 2024 Risk free rate: The risk free rate being considered for the calculation is the interest rate applicable for a maturity
is ₹ 2,187 (March 31, 2023: ₹ 2,229). equal to the expected life of the options based on zero coupon yield curve for government securities.

(iii) Plan VII 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 Company introduced a new scheme in financial year 2013 for granting 2,500,000 stock options to its employees and
the maximum life of the option is the maximum period after which the options can’t be exercised. The Company has
employees of its subsidiaries, each option giving a right to apply for one equity share of the Company on its vesting.
calculated expected life as the average of the minimum and the maximum life of the options.
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. Dividend yield: Expected dividend yield has been calculated as a total of interim and final dividend declared in last
year preceding date of grant.
For the year ended March 31, 2024 For the year ended March 31, 2023
Particulars No. of share Weighted average No. of share Weighted average
options Exercise price options Exercise price
35 Leases
Outstanding options at beginning of the year 469,964 55 633,770 83 Company as a lessee
Granted during the year 105,570 5 54,860 5
(i) The Company’s leased assets primarily consist of leases for office premises. Leases of office premises have
Exercised during the year (144,722) 26 (170,533) 134 remaining lease term between 4 to 42 years (March 31, 2023 - 2 to 44 years). There are several lease agreements
Lapsed/Cancelled/Forefeited during the year (45,912) 78 (48,133) 89 with extension and termination options, for which management exercises significant judgement in determining
Outstanding options at end of the year 384,900 49 469,964 55 whether these extension and termination options are reasonably certain to be exercised. Since it is reasonable
Options exercisable, end of the year 245,514 74 326,700 77 certain to exercise extension option and not to exercise termination option, the Company has opted to include
Range of exercise price for options outstanding ₹ 5 - 350 ₹ 5 - 350 such extended term and ignore termination option in determination of lease term. Further, Company is not
exposed to any variable lease payments or residual value guarantee.
 Mastek Limited About How We Building a Statutory Financial Shareholder
262 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 263

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
(ii) The following are the amounts recognised in standalone statement of profit and loss: 36 Capital commitment
For the year ended For the year ended
Estimated amount of contracts remaining to be executed on capital account and not provided for as at March 31, 2024
Particulars
March 31, 2024 March 31, 2023 is ₹ 204 lakhs (March 31, 2023: ₹ 336 lakhs).
Depreciation of ROU assets 38 30
For lease commitments, refer note 35.
Interest expense on lease liabilities 19 4
Expenses relating to short-term leases - -
37 Contingent liabilities
Expense relating to leases of low-value assets, excluding short-term leases of low-value assets 36 57
As at As at
Total cash outflow for leases (including interest) 61 42 Particulars
March 31, 2024 March 31, 2023
Addition to ROU assets 188 -
[1] Guarantees excluding financial guarantees (to the extent of amount outstanding)*# 43,385 36,722
(iii) Amounts recognised in standalone balance sheet [2] Other money for which the Company is contingently liable
In respect of disputed demands for matters under appeal with sales tax authorities** 939 941
For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 In respect of disputed demands for matters under appeal with income tax authorities**^ 562 -
Carrying amount of ROU assets
Notes:
– Buildings 172 22
1. Company is contesting all of the above demands and the management believes that its positions are likely to be upheld at the appellate
Lease liabilities stage. No expense has been accrued in the standalone financial statements for the aforesaid demands. The management believes that the
Non-current 160 23 ultimate outcome of these proceedings are not expected to have a material adverse effect on the Company’s financial position and results
of operations and hence no provision has been made in this regard.
Current 29 0
2. It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the
(iv) The effective interest rate for lease liabilities as at March 31, 2024 is 11% (March 31, 2023 - 11%). respective proceedings.
3. The amounts disclosed above represent the best possible estimates arrived at on the basis of available information and do not include any
(v) The details regarding the contractual maturities of lease liabilities as at reporting date on an undiscounted basis penalty payable.
4. The Company does not expect any reimbursements in respect of the above contingent liabilities.
As at As at
Particulars
March 31, 2024 March 31, 2023 5. Based on the judgement by the Honourable Supreme Court dated 28, February 2019, past provident fund liability, is not determinable at
Within 3 months 12 1 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
3-6 months 11 0 to reasonably assess the implications on its standalone financial statements, if any.
6-12 months 23 1 6. The Code on Social Security, 2020 (“the Code”) relating to employee benefits during employment and post-employment benefits received
1-3 years 105 5 Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will
3-5 years 63 5 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.
More than 5 years 92 95
* Highest amount outstanding during the year was ₹ 47,944 lakhs (March 31, 2023: ₹ 42,757 lakhs).
# Gross guarantee given by the Company is as under:
Company as lessor
(i) Company has leased out its investment property. The lease is classified as operating lease from a lessor perspective Foreign Impact on equity Impact on profit or loss
Name of party
as Company has not transferred substantially all of the risks and rewards incidental to the ownership of the asset. currency ('FC') March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023

Mastek (UK) Limited GBP 14,062,500 14,707 19,062,500 19,936

(ii) Rental income recognised during the year
Mastek Inc. USD 55,900,000 46,597 32,000,000 26,675
For the year ended For the year ended
Particulars Mastek Enterprise Solution Private Limited INR NA 4,700 NA 4,700
March 31, 2024 March 31, 2023
Mastek Arabia FZ LLC USD 3,000,000 2,501 3,000,000 2,501
Rental income 7 234
** Amount outstanding as at balance sheet date represents gross demand raised by the tax authorities excluding amount paid under protest as it
The contractual maturity analysis of lease liabilities (Including amount not falling under IndAS 116) are disclosed herein is not charged to the standalone statement of profit and loss by the Company
on an undiscounted basis:
^ Further in relation to AY 2011-12, there was an addition on account of transfer pricing matter which the Honorable ITAT has remanded back
(iii) The details regarding the undiscounted lease payments to be received after the reporting date to the file of the Transfer Pricing Officer for fresh adjudication. Since the matter has been remanded back, the outcome of the same cannot be
ascertained at the moment.
As at As at
Particulars
March 31, 2024 March 31, 2023 The Company is also involved in various other litigations under income tax act with various appellate authorities on account
Less than 1 year 7 7
of transfer pricing litigations, deductions u/s 10A, u/s 10AA, u/s 80HHE, u/s 40(a)(i), claim of foreign tax credit, other
allowance/disallowance u/s 37 of the Income-tax Act, 1961. These matters are pending before various income tax appellate
1-2 years 8 7
authorities and the management and its tax advisors expect that its tax position will likely be upheld, and will not have a
2-3 years 8 8
material adverse effect on the Company’s financial position and result of operations. For these cases, the possibility of an
3-4 years 8 8 outflow of resources embodying economic resources is remote according to the management and hence the same is not
4-5 years - 8 disclosed as a contingent liability.
More than 5 years - -
Notes:
1. The Company has not earned gain or incurred loss from sale and lease back transaction.
2. There are no significant restrictions or covenants imposed on leases.
 Mastek Limited About How We Building a Statutory Financial Shareholder
264 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 265

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
38. Disclosure under section 186(4) of the Act On December 17, 2021, a board meeting was held where the Board approved the buy out of first tranche of CCPS
Name of party Nature of transaction March 31, 2024 March 31, 2023
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
Mastek (UK) Limited Guarantee given (Amount outstanding as at year-end)^ 5,482 12,071
value ₹ 5 each) were issued on February 10, 2022, for said buy-out of first tranche of 50,000 CCPS of MESPL.
Mastek Inc. Guarantee given (Amount outstanding as at year-end)^ 37,903 24,651
Mastek Enterprise Solution Private Limited Guarantee given (Amount outstanding as at year-end)^^ 4,700 4,700 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)
^ The guarantee is given for the loan availed by the subsidiary companies.
Regulations, 2018 (as amended). Accordingly, 320,752 equity shares of Mastek Limited (face value of ₹ 5 each)
^^ This guarantee is given by the Company to bank for the hedging facility used by the subsidiary company. This is not considered as an exposure were issued on January 17, 2023, for said buy-out of second tranche of 50,000 CCPS of MESPL.
and hence it is not disclosed under related party disclosure, nor it is contingent in nature.
On December 13, 2023, a board meeting was held where the Board approved the buy out of third tranche of
39 Note on acquisition 50,000 CCPS of MESPL basis the agreed valuations in line with SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (as amended). Accordingly, 159,942 equity shares of Mastek Limited (face value of ₹ 5 each) are
(a) During the year ended March 31, 2020, Mastek acquired control of the business of Evolutionary Systems Private Limited
issued on February 19, 2024, for said buy-out of third and final tranche of 50,000 CCPS of MESPL, resulting into
(‘ESPL’) and its subsidiary companies (together referred to as ‘Evosys’). The acquisition was as follows:
completion of buy-out of non-controlling interest.
(i) Mastek (UK) Limited, a wholly-owned subsidiary of Mastek Limited, entered into a Business Transfer Agreement
(iii) Total purchase consideration discharged by the Company on behalf of MESPL pursuant to scheme of demerger
(‘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 For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023
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, 150,000 (March 31, 2023 - 100,000) equity shares of ₹ 1 each, fully paid up 47,849 36,269
and necessary effects have been recognised in the standalone financial statements of the respective entities, (on account of buyout of CCPS)
alongwith standalone and consolidated financial statements of the Company and its subsidiaries. While the Deemed equity in MESPL [(4,235,294 (March 31, 2023 - 4,235,294) equity shares of ₹ 5 26,988 26,988
each, fully paid up (share issued against the part discharge of consideration for acquisition)
acquisition has been effected and full consideration has been paid, procedures to complete the legal processes
and fair valuation of put option liability as at date of transaction consummation]
like registering sale of shares in one of the geography was delayed due to the pandemic condition, which has been
Total 74,837 63,257
completed as at March 31, 2022.

(ii) With respect to a business undertaking of ESPL (including investments in certain subsidiaries of ESPL), the parties (b) Acquisition of entity - MST
(Mastek group and Evosys group) entered into a Demerger Co-operation Agreement (‘DCA’) and Shareholders
During the year ended March 31, 2023, Mastek has acquired control of the business of Meta Soft Tech Systems Private
Agreement on February 8, 2020. The manner of discharge of the non-cash consideration and the acquisition of
Limited (‘MST India’). Mastek Limited, entered into a Share purchase agreement (‘SPA’) on July 18, 2022 to acquire
legal ownership, was decided to be achieved through a demerger scheme filed before the National Company Law
the business of MST India by paying a cash consideration (net of cash and cash equivalents) of USD 2.2 million i.e.
Tribunal (‘NCLT’) (‘the Scheme’), or, as per DCA, the parties were to complete this transaction with the same
₹ 1,846 lakhs. The closing of such transaction occurred on August 02, 2022, which was considered to be the date of
economic effect, by an alternate arrangement, within the period specified in the DCA. The DCA gave Mastek
transfer of control or the date of acquisition, as per Ind AS 103, and necessary effects was recognised in the standalone
Enterprise Solutions Private Limited (formerly known as Trans American Information Systems Private Limited)
financial statements of the respective entities and consolidated financial statements of the Group.
(‘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 MST India offers customer relationship management (CRM) and marketing automation consulting services. It offers
vote of such board of directors, thereby resulting in transfer of control of business of ESPL and its subsidiaries to salesforce, licensing solution, MuleSoft integrations, CPQ for salesforce, and Vlocity products. The company offers
Mastek Group. The date of acquisition of business undertaking for the purposes of Ind AS 103 is the date of transfer digital transformation, managed services, and marketing automation solutions. It serves education, healthcare,
of control to the Group, i.e. February 8, 2020. Discharge of consideration for demerger is through issue of 4,235,294 manufacturing, non-profit, and public sector industries. it is a trusted partner to several Fortune 1000 and large
equity shares of Mastek Limited (face value ₹ 5 each) and balance through 15,000 Compulsorily Convertible enterprise clients. The acquisition would enable the Company in CRM business.
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 EBITDA of 3 years commencing from Purchase consideration
financial year ending March 31, 2021 including adjustment for closing cash. Pending completion of legal acquisition, As part of the MST India acquisition, the purchase consideration was discharged in cash:
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. Particulars MST India

Purchase consideration 2,723

On September 14, 2021, the above transaction has been approved by the NCLT, pursuant to the Scheme of De-
Less: Adjustment for cash^ 877
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 1,846
been considered in the previous year’s financial statement in accordance with Ind AS 103 – ‘Business Combinations’. ^ Purchase consideration is net of cash and cash equivalents acquired.
Accordingly, the year ended March 31, 2021 have been restated, to give effect to the business combination.
The purchase price allocation to the identified assets and liabilities assumed at the acquisition date are:
Particulars MST India
Property, plant and equipment 325
Trade receivables* 588
Financial assets* 949
Other assets* 525
Trade payables (5)
 Mastek Limited About How We Building a Statutory Financial Shareholder
266 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 267

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(` in lakhs) (` in lakhs)
Particulars MST India 40 Expenditure on corporate social responsibilities (‘CSR’)
Financial liabilities (863) As per section 135 of the Act, and rules therein, the Company is required to spend at least 2% of its average net profits for
Other liabilities (931) three immediately preceding financial years towards CSR activities. The Company has CSR committee as per the Act. The
Current tax liability (315) funds are utilised on the activities which are specified in Schedule VII of the Act. Details of CSR expenditure are as follows:
Deferred tax asset** 195
Fair value of identifiable net assets 468 For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023
Less: Purchase consideration (1,846)
(a) Gross amount required to be spent pursuant to section 135(5) of the Act 161 112
Goodwill (1,378)
(b) Amount of expenditure incurred on
Contingent liability -
(i) Construction/acquisition of any asset - -
Goodwill expected to be deductible for tax purpose -
(ii) On purposes other than (i) above 259 240
Goodwill is primarily related to growth expectations, expected future profitability, the substantial skill and expertise (c) Shortfall at the end of the year - -
of MST India workforce and expected synergies. (d) Total of previous years' shortfall - -
* Represents fair value of receivables and gross contractual amounts receivable. All amounts are expected to be collected. (e) Reason for shortfall NA NA

** Excludes the amount pertaining to OCI of ₹ 8 lakhs. (f) Nature of CSR activities For financial year March 31, 2024 and March 31, 2023:
The aforementioned amount has been contributed to
the trust ‘Mastek foundation’ which is controlled by the
(c) Acquisition - Biz India Company. Mastek foundation is primarily engaged in
programmes related to promoting health care including
During the year ended March 31, 2024, the Company has signed a definitive agreement for purchase of identified assets preventive health care, promoting education and ensuring
of BizAnalytica LLP (‘Biz India’) for a consideration of approximately ₹ 1,050 lakhs (equivalent to USD 1.28 million). The environmental sustainability.
acquisition was completed on August 01, 2023 which was considered to be the date of acquisition, as per Ind AS 103. Biz
India is an off-shore service provider and is primarily engaged in data cloud, analytics and modernization related services. Note: The Company’s spend towards CSR does not involve any long term projects and accordingly, disclosure requirements
relating to ongoing projects is not applicable as at reporting dates.
Purchase consideration
43 Disclosure of ratios
As part of the acquisition, the purchase consideration was discharged in cash:
Measure
Sr. March March 31,
Particulars Biz India Ratio Formula for Computation (in times / Variation
No. 31, 2024 2023
percentage)
Purchase consideration 1,050
(a) Current ratio Current asset / Current liabilities Times 1.27 1.00 27%
The purchase price allocation to the identified assets assumed at the acquisition date are: (b) Debt-equity ratio Debt / Average net worth Times 0.06 0.00 1468%
Particulars MST India (c) Debt service coverage ratio Earnings available for debt service / Debt service Times 15.72 141.16 (89%)
Property, plant and equipment 18 (d) Return on equity ratio Net profit for the year / Average net worth Percentage 14.30% 19.66% (27%)
Fair value of identifiable assets 18 (e) Inventory turnover ratio Cost of goods sold / Average inventory Times NA NA NA
Less: Purchase consideration (1,050) (f) Trade receivable turnover ratio Revenue from operations / Average net trade receivables Times 8.71 6.63 31%
Goodwill (1,032) (g) Trade payable turnover ratio Net purchases / Average trade payables Times NA NA NA
Contingent liability - (h) Net capital turnover ratio Revenue from operations / working capital (current Times 16.70 2,238.50 (99%)
Goodwill expected to be deductible for tax purpose - assets - current liability)

Goodwill is primarily related to growth expectations and expected future profitability of Biz USA business (acquired by (i) Net profit ratio Net profit for the year / Revenue from operations Percentage 30.33% 42.16% (28%)
the Group) to which Biz India provides back end support and the substantial skill and expertise of Biz India workforce. (j) Return on capital employed EBIT / Capital employed Percentage 13.26% 14.42% (8%)
(k) Return on investment Profit before tax / Average total assets Percentage 12.79% 21.39% (40%)
Impairment of goodwill Notes:
It is not feasible to determine cash inflows generated by Biz India that are largely independent of other assets or group (i) Debt = Non-current borrowings + Current borrowings
of assets. Thus, Biz India, together with BizAnalytica LLC (wholly owned step-down subsidiary), is identified as a cash (ii) Net worth = Paid-up share capital + Reserves created out of profit - Accumulated losses
generating unit (CGU) for the purpose of impairment testing. (iii) Earnings available for debt service= Net profit for the year + Non operating expenses like depreciation and amortisation + Interest expense
(iv) Debt service = Interest expense + Lease payment within next 12 months + Principal repayment of borrowings within next 12 months
The recoverable amount has been determined for CGU using value in use. The estimated value-in-use is based on the
(v) Net purchase = Purchase of stock-in-trade + Cost of materials consumed + Closing inventory of raw materials - Opening inventory of raw
present value of the future cash flows using a growth rate of 2% p.a, annual growth rate for periods subsequent to the materials
forecast period of 5 years and discount rate of 22% p.a respectively. The growth rate used is in line with the long-term
(vi) EBIT = Earnings before exceptional items, interest and tax
average growth rate for the industry in which company operates. An analysis of the sensitivity of the computation to
(vii) Capital employed = Tangible net worth + Total debt + Deferred tax liability
a change in key parameters (growth rate and discount rate), based on reasonable assumptions, did not identify any
(viii) Tangible net worth = Total equity - Other intangible assets
probable scenario in which the recoverable amount of the CGU would decrease below it is carrying amount.

The Company has performed sensitivity analysis and has concluded that there are no reasonably possible changes to
key assumptions that would cause the carrying amount of a CGU to exceed its recoverable amount.
 Mastek Limited About How We Building a Statutory Financial Shareholder
268 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 269

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
Reason for variance of more than 25% as compared to the previous year: 48 
The Company does not has any such transaction which is not recorded in the books of account that has been
Current ratio The increase is on account of increase in investment and trade receivables at year-end, surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961
which has nullified the impact of additional borrowings. (such as, search or survey or any other relevant provision of the Income-tax Act,1961).

Debt-equity ratio Increased due to additional term loan taken by the Company. 49 
The Company has not revalued its PPE, ROU assets and other intangible assets during the current and previous year.

Debt service coverage ratio Reduction is due to repayment due in next 12 months on new term loan taken by 50 
The Company has not been declared wilful defaulter by any bank or financial institution or any other lender for the
the Company. years ended March 31, 2024 and March 31, 2023.
Return on equity ratio Reduction due to less post-tax profit reported during the year compared to previous year.
51 
The Company has complied with the number of layers prescribed under section 2(87) of the Act for the years ended
Trade receivable turnover ratio Increased due to strong topline reported by the Company. The increase in topline is March 31, 2024 and March 31, 2023.
greater than increase in trade receivables in absolute terms.
52 
The Company has not entered into any scheme of arrangement in terms of section 230 to 237 of the Act for the year
Net capital turnover ratio Increase in revenue is almost 20% as compared to increase in working capital by 27%. ended March 31, 2024 and March 31, 2023.
Hence, the ratio has reduced.
53 
The Company has not given any loan or advance in the nature of loan to its subsidiary or other entity during the year
Net profit ratio Reduction due to less post-tax profit reported during the year whereas topline has
ended March 31, 2024 and March 31, 2023.
increased by almost 20%.
Therefore, disclosure under Regulation 53(1)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
Return on investment Reduction due to less pre-tax profit reported during the year whereas asset base has 2015 is not applicable.
increased by almost 20%.
54 
As per the transfer pricing rules, the Company has examined international transactions and documentation in respect
42 Utilisation of borrowed funds and share premium (for the years ended March 31, 2023 and March 31, 2022) thereof to ensure compliance with the said rules. The management does not anticipate any material adjustments with
(i) The Company has not advanced or loaned or invested funds to any person or any entity, including foreign entities regard to the transactions involved.
(Intermediaries) with the understanding that the intermediary shall:
55 
MCA has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts)
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by a or Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies, which uses accounting
on behalf of the Company (Ultimate Beneficiaries); or software for maintaining its books of account, shall use only such accounting software which has a feature of recording
(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries. audit trail of each and every transaction, creating an edit log of each change made in the books of account along with
the date when such changes were made and ensuring that the audit trail cannot be disabled.
(ii) The Company has not received any fund from any person or any entity, including foreign entities (Funding Party)
During the current year, the audit trail (edit logs) feature for any direct changes made at the database level was not
with the understanding (whether recorded in writing or otherwise) that the Company shall:
enabled for the accounting software SAP ECC6 used for maintenance of books of account.
(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 56 
There are no subsequent events which warrants adjustment or disclosure in the standalone financial statements.

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. 57 
The standalone financial statements as at and for the year ended March 31, 2024 were approved by the Board of
Directors on April 26, 2024.
43 
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 Act or section 560 of Companies Act, 1956. 58 
Previous year figures have been regrouped, reclassified and rearranged wherever necessary, to conform to this year’s
presentation, and these are not material to the standalone financial statements.
44 The Company has not granted any loan or advance in the nature of loan, during the current and previous year, to
These are the material accounting policy information and other explanatory information referred to in our report of even date
promoters, directors, KMPs or other related parties, either severally or jointly with any other person, that is repayable
on demand or without specifying any terms or period of repayment. Also, no such loan or advance in nature of loan is For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Chartered Accountants
outstanding as at March 31, 2024 and March 31, 2023.
Firm Registration No.: 001076N/N500013
Ashank Desai Rajeev Grover
45 
The Company is not holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) Chairman Director
and rules made thereunder as at March 31, 2024 and March 31, 2023. Further, no proceedings have been initiated or DIN: 00017767 DIN: 00058165
Adi P. Sethna Place: New York, USA Place: Vancouver, Canada
pending against the Company for holding any benami property under the said act and rules mentioned above for the Partner
years ended March 31, 2024 and March 31, 2023. Membership No.: 108840 Hiral Chandrana Arun Agarwal Dinesh Kalani
Chief Executive Officer Global Chief Financial officer Sr. Vice President – Group Company Secretary
46 
The Company does not have any charge or satisfaction which is yet to be registered with ROC beyond the statutory Place: Mumbai, India Place: Chicago, USA Place: Mumbai, India (Membership Number: FCS 3343)
Date: April 26, 2024 Place: Miami, USA
period as at March 31, 2024 and March 31, 2023.

47 
The Company has not traded or invested in Crypto currency or Virtual currency during the current and previous year.
 Mastek Limited About How We Building a Statutory Financial Shareholder
270 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 271

Independent Auditor’s Report Key audit matter

We identified revenue of the Group as a key audit matter in

How our audit addressed the key audit matter

• Reviewed management’s internal budgeting approvals process,

the audit of consolidated financial statements of current year on a sample basis, for cost to be incurred on a project and for
as it involves inherent subjectivity relating to consideration any changes in initial budgeted costs; and
of progress of the contract, efforts input till date and efforts • Evaluated appropriateness and adequacy of disclosures made in
required to complete the remaining contract performance the consolidated financial statements with respect to revenue
To the Members of Mastek Limited Basis for Opinion obligation, and ability to deliver contracts within planned in accordance with the requirements of applicable financial
3. We conducted our audit in accordance with the timelines. Changes in estimates as contract progresses reporting framework.
Report on the Audit of the Consolidated Financial can result in material adjustments to revenue recorded by
Statements Standards on Auditing specified under section 143(10) the Group.
of the Act. Our responsibilities under those standards
Opinion Impairment assessment of goodwill Our audit procedures in relation to testing of impairment of
are further described in the Auditor’s Responsibilities goodwill included but were not limited to the following:
1. We have audited the accompanying consolidated Refer notes 2(e) (ix) and 3(c) to the accompanying
for the Audit of the Consolidated Financial Statements consolidated financial statements. • Obtained an understanding of impairment of goodwill,
financial statements of Mastek Limited (the ‘Holding section of our report. We are independent of the evaluated design and tested operative effectiveness of the key
As at March 31, 2024, the Group’s assets include goodwill
Company’) and its subsidiaries (the Holding Company Group, in accordance with the Code of Ethics issued aggregating to Rs. 88,295 lakhs on account of acquisition of internal financial controls over the impairment review process
and its subsidiaries together referred to as the by the Institute of Chartered Accountants of India (the Taistech US group and MetaSoft (MST) Group (‘CGUs’). The including the review and approval of forecasts and review of
‘Group’), as listed in ‘Annexure – I’, which comprise Group has performed annual impairment test for the goodwill valuation model;
‘ICAI’) together with the ethical requirements that
the consolidated balance sheet as at March 31, 2024, as per Ind AS 36, “Impairment of Assets” by determining the • Assessed the reasonability of the assumptions used by the
are relevant to our audit of the consolidated financial fair value of the CGUs to which the goodwill is allocated, using management for cash flow forecasts and verified the historical
the consolidated statement of profit and loss (including statements under the provisions of the Act and the discounted cash flow method. trend of business to evaluate the past performance for
other comprehensive income), the consolidated rules thereunder, and we have fulfilled our other ethical consistency;
The determination of the recoverable value of CGUs requires
statement of cash flows and the consolidated responsibilities in accordance with these requirements Group’s management to make certain key estimates and • Traced the projections used by the management to approved
statement of changes in equity for the year then and the Code of Ethics issued by the ICAI. We believe assumptions including forecast of future cash flows, long-term business plans;
ended, and notes to the consolidated financial growth rates, profitability levels and discount rates. Changes • Obtained management’s external valuation specialist’s
that the audit evidence we have obtained together in these assumptions could lead to an impairment to the
statements, including material accounting policy report on determination of recoverable amount of CGUs and
with the audit evidence obtained by the other auditors carrying value of the goodwill. assessed the competence, capability, and objectivity of the
information and other explanatory information. in terms of their report referred to in paragraph 15 Considering goodwill balance is significant to the consolidated management’s expert;
2. In our opinion and to the best of our information and of the Other Matter section below, is sufficient and financial statements and auditing management judgement and • Involved auditor’s experts to assist us in assessing the valuation
appropriate to provide a basis for our opinion. estimates as stated above involves high degree of subjectivity assumptions used and methodology considered by the
according to the explanations given to us and based on and require significant auditor’s judgement, impairment management’s expert to calculate the recoverable amount of
the consideration of the report of the other auditors assessment of goodwill is considered as a key audit matter for CGUs and the mathematical accuracy of these calculations;
on separate financial statements and on the other Key Audit Matters the current year audit.
• Performed the sensitivity analysis on the key assumptions to
financial information of the subsidiaries, the aforesaid 4. Key audit matters are those matters that, in our evaluate the possible variation on the current recoverable
consolidated financial statements give the information professional judgment and based on the consideration amount to ascertain the sufficiency of headroom available; and
required by the Companies Act, 2013 (the ‘Act’) in the of the report of the other auditors on separate • Evaluated the appropriateness and adequacy of disclosures
manner so required and give a true and fair view in financial statements of the subsidiary, were of most given in the consolidated financial statements, including
disclosure of significant assumptions and judgements used
conformity with the Indian Accounting Standards (‘Ind significance in our audit of the consolidated financial
by the Group management, in accordance with applicable
AS’) specified under section 133 of the Act, read with statements of the current period. These matters financial reporting framework.
the Companies (Indian Accounting Standards) Rules, 2015 were addressed in the context of our audit of the
Business combination Our audit procedures in relation to testing of business combination
(as amended), and other accounting principles generally consolidated financial statements as a whole, and in included but were not limited to the following:
Refer notes 2(e) (ix) and 34(c) to the accompanying
accepted in India of the consolidated state of affairs of forming our opinion thereon, and we do not provide a consolidated financial statements. • Evaluated the design and tested the operating effectiveness
the Group, as at March 31, 2024, and their consolidated separate opinion on these matters. During the current year, Mastek Inc., acquired 100% equity of the Group’s controls over the accounting of business
profit (including other comprehensive income (gain)), interest in BizAnalytica LLC (‘Biz USA’) for a purchase combination which includes valuation of identified assets and
consideration which includes upfront payment and an earn out liabilities acquired under the business combination;
consolidated cash flows and the consolidated changes
over a period of three years, subject to achieving financial • Assessed appropriateness of the accounting policy adopted by
in equity for the year ended on that date.
targets. Also, the Holding Company purchased the identified the management in terms of the requirements of Ind AS 103;
assets of BizAnalytica Solutions LLP (‘Biz India’) under the • Obtained the contractual terms and arrangements and
5. We have determined the matters described below to be the key audit matters to be communicated in our report. terms of a separate Business Sale Agreement. obtained understanding of management’s judgement in
The Group has accounted for aforementioned business determining the acquisition date and whether control is
Key audit matter How our audit addressed the key audit matter
acquisitions in accordance with Ind AS 103, “Business transferred from one party to another, wherever applicable,
Revenue from contracts with customers Our audit procedures relating to revenue recognition included, but Combinations” (‘Ind AS 103’), which requires the recognition for the business acquisitions made by the Group during the
Refer notes 2(e)(xiv) and 16 to the accompanying consolidated were not limited to the following: of identifiable assets and liabilities including identifiable year to assess the control over the business and the acquisition
financial statements. • Evaluated the design and tested operating effectiveness of intangible assets, in a business combination at acquisition date date, in accordance with Ind AS 103.
internal financial controls relating to the revenue recognition fair values, with the excess of the acquisition price over the • Obtained management’s external valuation specialist’s report
Revenue is recognised basis the terms of each contract with
of the Group; net assets acquired, recognised as goodwill. on purchase price allocation of Biz USA including valuation
customers wherein certain commercial arrangements involve
complexity and significant judgements relating to identification • Selected samples from all streams of contracts and performed The details of the assets and liabilities acquired including of intangibles and contingent consideration and assessed the
of distinct performance obligations, determination of detailed analysis on recognition of revenue as per the the identified intangible assets, along with their fair values, competence, capability, and objectivity of the management’s
transaction price of identified performance obligation and the requirement of Ind AS 115, “Revenue from Contracts with the resultant goodwill recognised and the consideration expert;
appropriateness of basis used to measure revenue recognised Customers” which involved testing of inputs to examine the (including contingent consideration) for the acquisition have • Assessed the reasonableness of key management estimates and
over the time period in selecting the accounting basis in revenue recognised including estimates used; been disclosed in note 34(c) to the accompanying consolidated judgements involved in identification and valuation of acquired
each case. financial statements. assets and liabilities including identified intangible assets;
• Compared the efforts or costs incurred with management’s
The revenue of the Group also includes fixed price estimate of efforts or costs to identify variations, if any;
contracts where revenue is recognised in accordance with
the percentage of completion method determined based
on project costs incurred to date as a percentage of total
estimated project costs required to complete the project.
Revenue from maintenance contracts is recognised over the
period of time.
 Mastek Limited About How We Building a Statutory Financial Shareholder
272 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 273

Key audit matter How our audit addressed the key audit matter Auditor’s Responsibilities for the Audit of the such disclosures are inadequate, to modify our
The management has appointed an independent valuation • Understood the criterion for contingent consideration Consolidated Financial Statements opinion. Our conclusions are based on the audit
expert for Biz USA acquisition to allocate the purchase payable under the contractual terms of Biz USA acquisition 10. Our objectives are to obtain reasonable assurance evidence obtained upto the date of our auditor’s
consideration including the fair value of the contingent and the accounting as per Ind AS 103 and thereby tested the report. However, future events or conditions
consideration, to the identified assets and liabilities including management estimates involved; about whether the consolidated financial statements as
identified intangible assets as per the fair values determined a whole are free from material misstatement, whether may cause the Group to cease to continue as a
• Involved auditor’s valuation experts to assist us in validating
using various valuation models adopted by the expert, which due to fraud or error, and to issue an auditor’s report going concern;
the valuation assumptions and methodology considered by
involved significant management estimates and judgements the management’s expert to allocate the purchase price to that includes our opinion. Reasonable assurance is
including the model used, growth rate of the businesses • Evaluate the overall presentation, structure, and
identified assets and liabilities including identified intangibles; a high level of assurance but is not a guarantee that
acquired, discount rates etc., which involve high inherent and content of the consolidated financial statements,
estimation uncertainty. an audit conducted in accordance with Standards on including the disclosures, and whether the
• Evaluated the appropriateness and adequacy of disclosures
Considering the materiality of the amounts involved and the given in the consolidated financial statements, including
Auditing will always detect a material misstatement consolidated financial statements represent the
fact that auditing management judgement and estimates as disclosure of significant assumptions and judgements used when it exists. Misstatements can arise from fraud or underlying transactions and events in a manner
stated above involves high degree of subjectivity and require by the Group management, in accordance with applicable error and are considered material if, individually or in
significant auditor’s judgement, the accounting and valuation that achieves fair presentation; and
financial reporting framework. the aggregate, they could reasonably be expected to
of the said business combination is considered as a key audit
influence the economic decisions of users taken on the • Obtain sufficient appropriate audit evidence
matter for the current year audit.
basis of these consolidated financial statements. regarding the financial information/ financial
statements of the entities or business activities
Information other than the Consolidated Financial Accounting Standards) Rules, 2015 (as amended), and 11. As part of an audit in accordance with Standards on within the Group, to express an opinion on
Statements and Auditor’s Report thereon other accounting principles generally accepted in India. Auditing specified under section 143(10) of the Act the consolidated financial statements. We are
The Holding Company’s Board of Directors are also we exercise professional judgment and maintain responsible for the direction, supervision, and
6. The Holding Company’s Board of Directors are
responsible for ensuring accuracy of records including professional skepticism throughout the audit. We also: performance of the audit of financial statements
responsible for the other information. The other
financial information considered necessary for the of such entities included in the consolidated
information comprises the information included in the • Identify and assess the risks of material
preparation of consolidated financial statements. financial statements, of which we are the
Annual Report but does not include the consolidated misstatement of the consolidated financial
Further, in terms of the provisions of the Act, the independent auditors and for such entities which
financial statements and our auditor’s report thereon. statements, whether due to fraud or error,
respective Board of Directors of the companies we have ourselves carried out audit procedures.
The Annual Report is expected to be made available to design and perform audit procedures responsive
included in the Group, covered under the Act, are For the other entity included in the consolidated
us after the date of this auditor’s report. to those risks, and obtain audit evidence that
responsible for maintenance of adequate accounting financial statements, which has been audited by
is sufficient and appropriate to provide a basis
Our opinion on the consolidated financial statements records in accordance with the provisions of the Act for the other auditors, such other auditors remain
for our opinion. The risk of not detecting a
does not cover the other information and we will not safeguarding the assets of the Group and for preventing responsible for the direction, supervision,
material misstatement resulting from fraud
express any form of assurance conclusion thereon. and detecting frauds and other irregularities; selection and performance of the audit carried out by
is higher than for one resulting from error, as
and application of appropriate accounting policies; them. We remain solely responsible for our
In connection with our audit of the consolidated fraud may involve collusion, forgery, intentional
making judgments and estimates that are reasonable audit opinion.
financial statements, our responsibility is to read the omissions, misrepresentations, or the override of
and prudent; and design, implementation and
other information identified above when it becomes internal control; 12. We communicate with those charged with governance
maintenance of adequate internal financial controls,
available and, in doing so, consider whether the regarding, among other matters, the planned scope
that were operating effectively for ensuring the • Obtain an understanding of internal control
other information is materially inconsistent with the and timing of the audit and significant audit findings,
accuracy and completeness of the accounting records, relevant to the audit in order to design
consolidated financial statements, or our knowledge including any significant deficiencies in internal control
relevant to the preparation and presentation of the audit procedures that are appropriate in the
obtained in the audit or otherwise appears to be that we identify during our audit.
financial statements that give a true and fair view and circumstances. Under section 143(3)(i) of the Act
materially misstated.
are free from material misstatement, whether due to we are also responsible for expressing our opinion 13. We also provide those charged with governance of
When we read the Annual Report, if we conclude fraud or error. These financial statements have been on whether the Holding Company has adequate the Holding Company with a statement that we have
that there is a material misstatement therein, we are used for the purpose of preparation of the consolidated internal financial controls with reference to complied with relevant ethical requirements regarding
required to communicate the matter to those charged financial statements by the Board of Directors of the consolidated financial statements in place and independence, and to communicate with them all
with governance of the Holding Company. Holding Company, as aforesaid. the operating effectiveness of such controls; relationships and other matters that may reasonably
8. In preparing the consolidated financial statements, • Evaluate the appropriateness of accounting be thought to bear on our independence, and where
Responsibilities of Management and Those Charged applicable, related safeguards.
the respective Board of Directors of the companies policies used and the reasonableness of
with Governance for the Consolidated Financial
included in the Group, are responsible for assessing accounting estimates and related disclosures 14. From the matters communicated with those charged
Statements
the ability of the respective entities included in the made by management of the Holding Company; with governance of the Holding Company, we
7. The accompanying consolidated financial statements Group, to continue as a going concern, disclosing,
• Conclude on the appropriateness of Holding determine those matters that were of most significance
have been approved by the Holding Company’s Board as applicable, matters related to going concern and
Company’s Board of Directors’ use of the going in the audit of the consolidated financial statements
of Directors. The Holding Company’s Board of Directors using the going concern basis of accounting unless the
concern basis of accounting and, based on the of the current period and are therefore the key audit
are responsible for the matters stated in section respective Board of Directors either intend to liquidate
audit evidence obtained, whether a material matters. We describe these matters in our auditor’s
134(5) of the Act with respect to the preparation and the respective entities included in the Group or to
uncertainty exists related to events or conditions report unless law or regulation precludes public
presentation of these consolidated financial statements cease operations, or has no realistic alternative but to
that may cast significant doubt on the ability disclosure about the matter or when, in extremely
that give a true and fair view of the consolidated do so.
of the Group to continue as a going concern. rare circumstances, we determine that a matter
financial position, consolidated financial performance
9. Those respective Board of Directors of the companies If we conclude that a material uncertainty should not be communicated in our report because the
including other comprehensive income, consolidated
included in the Group, are also responsible for exists, we are required to draw attention in adverse consequences of doing so would reasonably be
changes in equity and consolidated cash flows of the
overseeing the financial reporting process of the our auditor’s report to the related disclosures expected to outweigh the public interest benefits of
Group in accordance with the Ind AS specified under
companies included in the Group. in the consolidated financial statements or, if such communication.
section 133 of the Act read with the Companies (Indian
 Mastek Limited About How We Building a Statutory Financial Shareholder
274 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 275

Other Matter 18. As required by section 143(3) of the Act, based on our our information and according to the explanations the best of their knowledge and belief,
15. We did not audit the financial information of one audit, we report, to the extent applicable, that: given to us: as disclosed in the note 36(ii) to the
subsidiary, whose financial information reflects total accompanying consolidated financial
(a) We have sought and obtained all the information i. The consolidated financial statements
assets of ₹ 18,450 lakhs as at March 31, 2024, total statements, no funds have been
and explanations which to the best of our disclose the impact of pending litigations
revenues of ₹ 35,596 lakhs and cash outflows (net) received by the Holding Company or its
knowledge and belief were necessary for the on the consolidated financial position of
amounting to ₹ 777 lakhs for the year ended on that subsidiaries, incorporated in India from
purpose of our audit of the aforesaid consolidated the Group;
date, as considered in the consolidated financial any person(s) or entity(ies), including
financial statements;
statements. This financial information has been audited ii. The Holding Company and its subsidiaries did foreign entities (the ‘Funding Parties’),
by other auditors whose report has been furnished to (b) In our opinion, proper books of account as not have any long-term contracts including with the understanding, whether
us by the management of the Holding Company and required by law relating to preparation of the derivative contracts for which there were recorded in writing or otherwise, that
our opinion on the consolidated financial statements, aforesaid consolidated financial statements any material foreseeable losses as at the Holding Company, or any such
in so far as it relates to the amounts and disclosures have been kept so far as it appears from our March 31, 2024; subsidiaries, incorporated in India shall,
included in respect of this subsidiary, and our report in examination of those books, except for the whether directly or indirectly, lend
iii. There has been no delay in transferring
terms of sub-section (3) of section 143 of the Act in so matters stated in paragraph 18(h)(vi) below on or invest in other persons or entities
amounts, required to be transferred, to
far as it relates to the aforesaid subsidiary, are based reporting under Rule 11(g) of the Companies identified in any manner whatsoever
the Investor Education and Protection Fund
solely on the report of the other auditors. (Audit and Auditors) Rules, 2014 (as amended); by or on behalf of the Funding Party
by the Holding Company during the year
(‘Ultimate Beneficiaries’) or provide any
Our opinion above on the consolidated financial (c) The consolidated financial statements dealt ended March 31, 2024. Further, there were
guarantee, security or the like on behalf
statements, and our report on other legal and with by this report are in agreement with the no amounts which were required to be
of the Ultimate Beneficiaries; and
regulatory requirements below, are not modified relevant books of account maintained for the transferred to the Investor Education and
in respect of the above matter with respect to our purpose of preparation of the consolidated Protection Fund by the subsidiary companies, c. Based on such audit procedures
reliance on the work done by and the report of the financial statements; covered under the Act, during the year performed by us, as considered
other auditors. ended March 31, 2024; reasonable and appropriate in the
(d) In our opinion, the aforesaid consolidated financial
circumstances, nothing has come to our
statements comply with Ind AS specified under iv. a. The respective managements of the
Report on Other Legal and Regulatory Requirements notice that has caused us to believe that
section 133 of the Act read with the Companies Holding Company and its subsidiaries,
the management representations under
16. As required by section 197(16) of the Act based on our (Indian Accounting Standards) Rules, 2015 (as incorporated in India whose financial
sub-clauses (a) and (b) above contain
audit, we report that the Holding Company and its two amended); statements have been audited under
any material misstatement.
subsidiary companies, incorporated in India, whose the Act have represented to us that,
(e) On the basis of the written representations
financial statements have been audited under the Act to the best of their knowledge and v. The interim dividend declared and paid by
received from the directors of the Holding
have paid remuneration to their respective directors belief, as disclosed in note 36(i) to the the Holding Company during the year ended
Company and its two subsidiary companies
during the year in accordance with the provisions consolidated financial statements, no March 31, 2024 and until the date of this
and taken on record by the Board of Directors
of and limits laid down under section 197 read with funds have been advanced or loaned audit report is in compliance with section 123
of respective companies, covered under the
Schedule V to the Act. or invested (either from borrowed of the Act.
Act, none of the directors of the respective
funds or securities premium or any
17. As required by clause (xxi) of paragraph 3 of Companies companies, as aforementioned, are disqualified The final dividend paid by the Holding
other sources or kind of funds) by the
(Auditor’s Report) Order, 2020 (the ‘Order’) issued by as on March 31, 2024 from being appointed as a Company during the year ended March 31,
Holding Company or its subsidiaries,
the Central Government of India in terms of section director in terms of section 164(2) of the Act; 2024 in respect of such dividend declared
incorporated in India to or in any
143(11) of the Act based on the consideration of for the previous year is in accordance with
(f) The reservation relating to the maintenance of person(s) or entity(ies), including foreign
the Order reports issued till date by us, of company section 123 of the Act to the extent it applies
accounts and other matters connected therewith entities (the ‘intermediary’), with
included in the consolidated financial statements to payment of dividend.
with respect to the consolidated financial the understanding, whether recorded
and covered under the Act, we report that there are
statements are as stated in paragraph 18(h) in writing or otherwise, that the As stated in note 10.2 to the accompanying
no qualifications or adverse remarks reported in the
(vi) below on reporting under Rule 11(g) of the intermediary shall, whether, directly consolidated financial statements, the
Order report of such company. Further, following are
Companies (Audit and Auditors) Rules, 2014 (as or indirectly lend or invest in other Board of Directors of the Holding Company
the companies included in the consolidated financial
amended); persons or entities identified in any have proposed final dividend for the year
statements for the year ended March 31, 2024 and
manner whatsoever by or on behalf ended March 31, 2024 which is subject
covered under that Act that are audited by us, for which (g) With respect to the adequacy of the Internal
of the Holding Company, or any such to the approval of the members of the
the respective reports under section 143(11) of the Act Financial Controls with reference to consolidated
subsidiaries, incorporated in India (the Holding Company at the ensuing Annual
of such companies have not yet been issued by us. financial statements of the Holding Company and
‘Ultimate Beneficiaries’) or provide any General Meeting. The dividend declared is in
its subsidiaries, covered under the Act, and the
Subsidiary/ guarantee, security or the like on behalf accordance with section 123 of the Act to the
Sr.
Name CIN Associate/ operating effectiveness of such controls, refer to
No. the Ultimate Beneficiaries; extent it applies to declaration of dividend.
Joint Venture our separate report in ‘Annexure – II’ wherein we
1. Mastek U51505GJ1999PTC112745 Subsidiary have expressed an unmodified opinion; and b. The respective managements of the The subsidiary companies, incorporated
Enterprise Holding Company and its subsidiaries, under the Act, have not declared or
Solutions Private (h) With respect to the other matters to be included
incorporated in India whose financial paid any dividend during the year ended
Limited in the Auditor’s Report in accordance with rule 11
statements have been audited under March 31, 2024.
2. Meta Soft Tech U72900GJ2013PTC144141 Subsidiary of the Companies (Audit and Auditors) Rules, 2014
Systems Private
the Act have represented to us that, to
(as amended), in our opinion and to the best of
Limited
 Mastek Limited About How We Building a Statutory Financial Shareholder
276 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 277

vi. As stated in note 49 to the consolidated financial statements and based on our examination which included
test checks, performed by us on the Holding Company and its subsidiaries incorporated in India and audited
Annexure – I
under the Act, except for instance mentioned below, the Holding Company and its subsidiaries, in respect
of financial year commencing on 01 April 2023, have used an accounting software for maintaining its books
of account which has a feature of recording audit trail (edit log) facility and the same has been operated List of entities included in the consolidated financial statements (in addition to the Holding Company)
throughout the year for all relevant transactions recorded in the software. Further, during the course of 1. Mastek Enterprise Solutions Private Limited
our audit we did not come across any instance of audit trail feature being tampered with, other than the
2. Mastek (UK) Limited
consequential impact of the exception given below.
3. Mastek Inc.
Nature of exception noted Details of exception
4. Trans American Information Systems Inc.
Instances of accounting software used for maintaining books The audit trail feature was not enabled at the database
of account for which the feature of recording audit trail (edit level for accounting software SAP ECC6 to log any direct 5. Mastek Digital Inc.
log) facility was not operated throughout the year for all data changes, used for maintenance of all accounting 6. Mastek Arabia FZ LLC
relevant transactions recorded in the software. records by the Holding Company and its 2 subsidiaries.
7. Evolutionary Systems Qatar WLL
8. Mastek Systems (Singapore) Pte Limited
For Walker Chandiok & Co LLP 9. Mastek Systems Pty Limited
Chartered Accountants 10. Evolutionary Systems Corp.
Firm’s Registration No.: 001076N/N500013
11. Mastek Systems Company Limited
12. Mastek Systems (Malaysia) SDN BHD (formerly known as Evosys Consultancy Services (Malaysia) SDN BHD)
13. Mastek Systems B.V. (formerly known as Evolutionary Systems B.V.)
Adi P. Sethna 14. Evolutionary Systems Saudi LLC
Partner
15. Evosys Kuwait WLL
Membership No.: 108840
UDIN: 24108840BKFDPI8559 16. Mastek Systems Bahrain WLL (formerly known as Evolutionary Systems Bahrain WLL)
17. Evolutionary Systems Consultancy LLC
Place: Mumbai
Date: 26 April 2024 18. Mastek Arabia Systems Egypt LLC
19. Newbury Cloud Inc.
20. Evolutionary Systems Canada Limited
21. Meta Soft Tech Systems Private Limited (w.e.f. 01 August 2022)
22. MetasoftTech Solutions LLC (w.e.f. 01 August 2022)
23. BizAnalytica LLC (w.e.f. 01 August 2023)
 Mastek Limited About How We Building a Statutory Financial Shareholder
278 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 279

Annexure – II accepted accounting principles, and that receipts and

expenditures of the company are being made only in
Opinion
8. In our opinion, the Holding Company and its two
to the Independent Auditor’s Report of even date to the members of Mastek Limited on the consolidated financial
accordance with authorisations of management and subsidiary companies, which are companies covered
statements for the year ended March 31, 2024
directors of the company; and (3) provide reasonable under the Act, have in all material respects,
assurance regarding prevention or timely detection adequate internal financial controls with reference to
Independent Auditor’s Report on the internal Act, to the extent applicable to an audit of internal of unauthorised acquisition, use, or disposition of the consolidated financial statements and such controls
financial controls with reference to consolidated financial controls with reference to consolidated company’s assets that could have a material effect on were operating effectively as at March 31, 2024, based
financial statements under clause (i) of sub-section 3 financial statements, and the IFC Guidance Note issued the consolidated financial statements. on the internal financial controls with reference to
of section 143 of the Companies Act, 2013 (the ‘Act’) by the ICAI. Those Standards and the IFC Guidance consolidated financial statements criteria established
1. In conjunction with our audit of the consolidated Note require that we comply with ethical requirements Inherent Limitations of Internal Financial Controls by the respective companies considering the essential
financial statements of Mastek Limited (the ‘Holding and plan and perform the audit to obtain reasonable with Reference to Consolidated Financial components of internal control stated in the IFC
Company’) and its subsidiaries (the Holding Company assurance about whether adequate internal financial Statements Guidance Note issued by the ICAI.
and its subsidiaries together referred to as the ‘Group’), controls with reference to consolidated financial 7. Because of the inherent limitations of internal financial
as at and for the year ended March 31, 2024, we have statements were established and maintained and if such controls with reference to consolidated financial
audited the internal financial controls with reference controls operated effectively in all material respects. statements, including the possibility of collusion or For Walker Chandiok & Co LLP
to consolidated financial statements of the Holding 4. Our audit involves performing procedures to obtain improper management override of controls, material Chartered Accountants
Company and its two subsidiary companies, which are audit evidence about the adequacy of the internal misstatements due to error or fraud may occur and Firm’s Registration No.: 001076N/N500013
companies covered under the Act, as at that date. financial controls with reference to consolidated not be detected. Also, projections of any evaluation
financial statements and their operating effectiveness. of the internal financial controls with reference to
Adi P. Sethna
Responsibilities of Management and Those Charged Our audit of internal financial controls with reference consolidated financial statements to future periods are
Partner
with Governance for Internal Financial Controls to consolidated financial statements includes obtaining subject to the risk that the internal financial controls
Membership No.: 108840
2. The respective Board of Directors/management of the an understanding of such internal financial controls, with reference to consolidated financial statements
UDIN: 24108840BKFDPI8559
Holding Company and its two subsidiary companies, assessing the risk that a material weakness exists, may become inadequate because of changes in
which are companies covered under the Act, are and testing and evaluating the design and operating conditions, or that the degree of compliance with Place: Mumbai
responsible for establishing and maintaining internal effectiveness of internal control based on the assessed the policies or procedures may deteriorate. Date: 26 April 2024
financial controls based on the internal financial risk. The procedures selected depend on the auditor’s
controls with reference to consolidated financial judgement, including the assessment of the risks of
statements criteria established by the respective material misstatement of the consolidated financial
companies considering the essential components of statements, whether due to fraud or error.
internal control stated in the Guidance Note on Audit
5. We believe that the audit evidence we have obtained
of Internal Financial Controls over Financial Reporting
is sufficient and appropriate to provide a basis for
(the ‘IFC Guidance Note’) issued by the Institute of
our audit opinion on the internal financial controls
Chartered Accountants of India (the ‘ICAI’). These
with reference to consolidated financial statements
responsibilities include the design, implementation and
of the Holding Company and its subsidiary companies,
maintenance of adequate internal financial controls that
as aforesaid.
were operating effectively for ensuring the orderly and
efficient conduct of the company’s business, including
Meaning of Internal Financial Controls with
adherence to the company’s policies, the safeguarding
Reference to Consolidated Financial Statements
of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting 6. A company’s internal financial controls with reference
records, and the timely preparation of reliable financial to consolidated financial statements is a process
information, as required under the Act. designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
Auditor’s Responsibilities for the Audit of the consolidated financial statements for external purposes
Internal Financial Controls with Reference to in accordance with generally accepted accounting
Consolidated Financial Statements principles. A company’s internal financial controls with
reference to consolidated financial statements include
3. Our responsibility is to express an opinion on
those policies and procedures that (1) pertain to the
the internal financial controls with reference to
maintenance of records that, in reasonable detail,
consolidated financial statements of the Holding
accurately and fairly reflect the transactions and
Company and its two subsidiary companies, as
dispositions of the assets of the company; (2) provide
aforesaid, based on our audit. We conducted our audit
reasonable assurance that transactions are recorded
in accordance with the Standards on Auditing issued
as necessary to permit preparation of consolidated
by the ICAI prescribed under section 143(10) of the
financial statements in accordance with generally
 Mastek Limited About How We Building a Statutory Financial Shareholder
280 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 281

Consolidated Balance Sheet Consolidated Statement of Profit and Loss

as at March 31, 2024 for the year ended March 31, 2024

(` in lakhs) (` in lakhs)
As at As at For the year ended For the year ended
Particulars Note Particulars Note
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
ASSETS INCOME
Non-current assets Revenue from operations 16 305,479 256,339
Property, plant and equipment 3(a)(i) 5,924 5,932 Other income 17 1,601 3,829
Right-of-use assets 3(b) 2,890 2,958
Total income (1) 307,080 260,168
Capital work-in-progress 3(d) 94 666
Investment properties 3(e) - - EXPENSES
Goodwill 3(c) 170,724 149,758 Employee benefits expenses 18 167,091 137,675
Other intangible assets 3(a)(ii) 15,455 15,377 Finance costs 19 4,447 2,472
Financial assets Depreciation and amortisation expenses 20 8,991 6,737
Investments 4(a) 1,708 1,294
Other financial assets 4(b) 3,564 3,130 Other expenses 21 87,521 73,079
Deferred tax assets, net 25(c) 10,760 10,485 Total expenses (2) 268,050 219,963
Income tax assets (net) 2,900 323 Profit before exceptional items and tax (3) = (1) - (2) 39,030 40,205
Other non-current assets 5 150 147 Exceptional items- (loss)/gain (net) (4) 22 (411) 2,532
Total non-current assets 214,169 190,070
Profit before tax (5) = (3) + (4) 38,619 42,737
Current assets
Financial assets Tax expense/(credit) 25(a)
Investments 6(a) 7,673 5,577 Current tax 12,404 14,408
Trade receivables 6(b) 56,131 50,663 Deferred tax 855 (3,355)
Cash and cash equivalents 6(c)(i) 38,112 20,764 Current tax adjustments relating to earlier years (5,737) 657
Bank balances, other than cash and cash equivalents 6(c)(ii) 149 84
Other financial assets 6(d) 1,948 1,204 Total tax expense (net) (6) 7,522 11,710
Contract assets 7 35,284 35,080 Net profit for the year (7) = (5) - (6) 31,097 31,027
Other current assets 8 15,047 10,648 Other comprehensive income (OCI)
Total current assets 154,344 124,020 Items that will not be reclassified subsequently to profit or loss:
Total Assets 368,513 314,090
EQUITY AND LIABILITIES Defined benefit plan actuarial (loss)/gain (200) 404
EQUITY Income tax relating to above item 93 (48)
Equity Share capital 9 1,542 1,526 Items that will be reclassified subsequently to profit or loss:
Other equity 10 207,199 166,815 Exchange differences on translating financial statements of foreign operations 2,344 7,026
Equity attributable to owners of the holding company 208,741 168,341
Effective portion of (losses) on hedging instruments in cash flow (197) (94)
Non Controlling interest 10.1 - 9,110
Total equity 208,741 177,451 Effective portion of (losses) on hedging instruments in cash flow hedges reclassified to profit (477) (728)
LIABILITIES and loss
Non-current liabilities Gain/(Loss) on change in fair value of financial instruments (net) 417 (261)
Financial liabilities Income tax relating to above items 100 285
Borrowings 11(a) 31,330 26,904 OCI for the year, net of taxes (8) 2,080 6,584
Lease liabilities 11(b) 2,155 2,249
Other financial liabilities 11(c) 9,881 27,617 Total Comprehensive Income (‘TCI’) for the year, net of taxes (7+8) 33,177 37,611
Provisions 12 4,008 3,357 Profit for the year attributable to
Deferred tax liabilities, (net) 25(c) 3,354 2,961 Owners of the Holding Company 30,029 29,301
Total non-current liabilities 50,728 63,088 Non-controlling interests 1,068 1,726
Current liabilities
Financial liabilities Profit after tax for the year 31,097 31,027
Borrowings 13(a) 17,325 10,263 Other comprehensive income (OCI), net of taxes attributable to
Lease liabilities 13(b) 1,086 1,007 Owners of the Holding Company 1,977 6,545
Trade payables 13(c) Non-controlling interests 103 39
total outstanding dues of micro enterprises and small enterprises; and - -
Total other comprehensive income for the year, net of taxes 2,080 6,584
total outstanding dues of creditors other than micro enterprises and small 22,041 18,294
enterprises Total Comprehensive income for the year attributable to
Other financial liabilities 13(d) 45,896 20,321 Owners of the Holding Company 32,006 35,846
Contract liabilities 7,349 5,927 Non-controlling interests 1,171 1,765
Other current liabilities 14 9,143 8,223 Total comprehensive income for the year, net of taxes 33,177 37,611
Provisions 15 3,219 3,324
Current tax liabilities (net) 2,985 6,192 Earnings per share (in ₹) 23
Total current liabilities 109,044 73,551 (Equity shares of face value ₹ 5 each)
Total Liabilities 159,772 136,639 Basic - ₹ 98.01 97.23
Total Equity and Liabilities 368,513 314,090 Diluted – ₹ 97.25 95.53
The accompanying notes form an integral part of the consolidated financial statements The accompanying notes form an integral part of the consolidated financial statements
As per our report of even date attached 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 For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Chartered Accountants Chartered Accountants
Firm Registration No.: 001076N/N500013 Firm Registration No.: 001076N/N500013
Ashank Desai Rajeev Grover Ashank Desai Rajeev Grover
Chairman Director Chairman Director
DIN: 00017767 DIN: 00058165 DIN: 00017767 DIN: 00058165
Adi P. Sethna Place: New York, USA Place: Vancouver, Canada Adi P. Sethna Place: New York, USA Place: Vancouver, Canada
Partner Partner
Membership No.: 108840 Hiral Chandrana Arun Agarwal Dinesh Kalani Membership No.: 108840 Hiral Chandrana Arun Agarwal Dinesh Kalani
Chief Executive Officer Global Chief Financial officer Sr. Vice President – Group Company Secretary Chief Executive Officer Global Chief Financial officer Sr. Vice President – Group Company Secretary
Place: Mumbai, India Place: Chicago, USA Place: Mumbai, India (Membership Number: FCS 3343) Place: Mumbai, India Place: Chicago, USA Place: Mumbai, India (Membership Number: FCS 3343)
Date: April 26, 2024 Place: Miami, USA Date: April 26, 2024 Place: Miami, USA
 Mastek Limited About How We Building a Statutory Financial Shareholder
282 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 283

Consolidated Statement of Cash Flows Consolidated Statement of Cash Flows

for the year ended March 31, 2024 for the year ended March 31, 2024

(` in lakhs) (` in lakhs)
For the year ended For the year ended For the year ended For the year ended
Particulars Particulars
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023

Cash flows from operating activities Cash flows from financing activities
Profit before taxes 38,619 42,737 Proceeds from issue of shares under the employee stock option schemes 37 251
Adjustments for: Proceeds from long term borrowings 18,413 24,498
Interest income (248) (149) Repayments of long term borrowings (8,082) (7,082)
Employee stock compensation expenses 895 559 Payment of principal portion of lease liabilities (1,224) (833)
Finance costs 4,447 2,472 Movement in unclaimed dividend bank accounts (13) (3)
Depreciation and amortisation 8,991 6,737 Dividends paid (5,810) (5,738)
Net gain on foreign currency translation (231) (816) Interest paid on finance lease (223) (144)
Exceptional Items (Refer note 22) 411 (2,532) Other finance charges (33) (164)
Allowance for expected credit loss and bad debts written off 2,949 2,548 Interest paid on loan (2,882) (1,528)
Profit on sale of property plant and equipment, net (43) (37) Net cash generated from financing activities (C) 183 9,257
Profit on sale of current investments (345) (420) Effect of changes in exchange rates for cash and cash equivalents 494 (507)
Investment at FVTPL - net change in fair value (43) (57) Net increase/ (decrease) in cash and cash equivalents during the year 17,065 (54,247)
Cash flow hedges-ineffective portion of changes in fair value (493) - Cash and cash equivalents at the beginning of the year 20,764 72,658
Rental income including maintenance charges (340) (438) Cash and cash equivalents transferred pursuant to acquisition of subsidiary (refer note 34(b) and 283 2,353
Operating profit before working capital changes 54,569 50,604 34(c))

Changes in Working capital; net of effect from acquisitions Cash and cash equivalents at the end of the year (refer note 6(c)(i)) 38,112 20,764

Increase in trade receivables (835) (13,831) The above consolidated statement of cash flows has been prepared under the “Indirect Method” as set out in Ind AS 7 “Statement of Cash
Increase in advances and other assets (3,903) (870) Flows” specified under section 133 of the Companies Act, 2013 (the ‘Act’).
Increase/ (decrease) in trade payables, other liabilities and provisions 2,900 (11,528)
Refer note 11 for cashflow changes in liabilities arising from financing activities.
Cash generated from operating activities before taxes 52,731 24,375
The accompanying notes form integral part of the consolidated financial statements.
Income taxes paid, net of refunds (10,694) (13,608)
Net cash generated from operating activities (A) 42,037 10,767 As per our report of even date attached.
Cash flows from investing activities For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Proceeds from sale of property, plant and equipment and investment property 196 4,939 Chartered Accountants
Firm Registration No.: 001076N/N500013
Purchase of property, plant and equipment, capital work-in-progress and intangible assets (3,145) (3,150) Ashank Desai Rajeev Grover
Interest received 61 394 Chairman Director
DIN: 00017767 DIN: 00058165
Rental income including maintenance charges 340 277 Adi P. Sethna Place: New York, USA Place: Vancouver, Canada
Partner
Purchase consideration paid for other non current assets and slump purchase of assets (1,050) (1,241)
Membership No.: 108840 Hiral Chandrana Arun Agarwal Dinesh Kalani
Purchase consideration paid for acquisition of/further investment in subsidiary, net of cash and cash (19,449) (75,517) Chief Executive Officer Global Chief Financial officer Sr. Vice President – Group Company Secretary
equivalents Place: Mumbai, India Place: Chicago, USA Place: Mumbai, India (Membership Number: FCS 3343)
Date: April 26, 2024 Place: Miami, USA
Purchase of short term investments (34,573) (24,641)
Investment in long term bank deposits (836) (596)
Liquidation of long term bank deposits - 28
(Investment in)/liquidation of short term bank deposits (36) 3,952
Proceeds from sale of long term investments - 1,048
Proceeds from sale of short term investments 32,843 20,743
Net cash used in investing activities (B) (25,649) (73,764)
Consolidated Statement of Changes in Equity
284

for the year ended March 31, 2024

(a) Equity share capital

(₹ in lakhs)
Particulars Amount
Balance as at April 1, 2023 1,526
Mastek Limited

Add: Shares issued on exercise of stock options 8

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 8
Annual Report 2023-24

Limited) (Refer note 34(a))

Balance as at March 31, 2024 1,542
Balance as at April 1, 2022 1,501
Add: Shares issued on exercise of stock options 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 34(a))
Balance as at March 31, 2023 1,526

(b) Other Equity (Refer note 10)

(₹ in lakhs)
Reserve and Surplus OCI Put
Exchange Options
Fair value Fair value Non-
Remeasur- Effective differences written
Share of non of non Controlling Total
Capital -ement of portion on translating on non-
Particulars Capital Securities options General Retained current current Interest other
redemption defined of cash the financial controlling
reserve premium outstanding reserve earnings investment investment (Refer note equity
reserve benefit flow statements interest
account in mutual in share 34(a))
plans hedge of a Foreign (Refer
funds warrants
operation note 34(a))
Balance as at April 1, 2023 21 1,539 39,450 1,524 384 171,196 573 713 - - 5,845 (54,430) 9,110 175,925
TCI for the year ended March 31, 2024
Profit for the year - - - - - 30,029 - - - - - - 1,068 31,097
OCI (net of taxes) - - - - - - (81) (488) - 296 2,251 - 103 2,080
TCI for the year - - - - - 30,029 (81) (488) - 296 2,251 - 1,171 33,177
Transactions with owners of the company
(i) Contributions and distributions
Issue of equity share on exercise of employee share option - - 47 - - - - - - - - - - 47
Equity settled share based payment - - - 890 - - - - - - - - - 890
Transferred to securities premium on share options - 648 (648) - - - - - - - - - -
exercised
Cash dividends - - - - - (5,824) - - - - - - - (5,824)
ESOP adjustments* - - - (36) 36 - - - - - - - - -
Excess tax benefits from exercise of share-based options - - - 480 - - - - - - - - - 480
Total contributions and distributions - - 695 686 36 (5,824) - - - - - - - (4,407)
(ii) Changes in ownership interests
Issue of share pursuant to acquisition of non controlling - - 3,804 - - - - - - - - - - 3,804
interest in Mastek Enterprise Solutions Private Limited
(Formerly known as Trans American Information Systems
Private Limited) (Refer note 34(a))
Acquisition of proportionate non-controlling interests - - - - - 10,281 - - - - - - (10,281) -
(Refer note 34(a))
Put options written on Non-Controlling Interest - - - - - (55,730) - - - - - 54,430 - (1,300)
(Refer note 34(a))
Total Changes in ownership interests - - 3,804 - - (45,449) - - - - - 54,430 (10,281) 2,504
Total Transactions with owners of the company - - 4,499 686 36 (51,273) - - - - - 54,430 (10,281) (1,903)

(₹ in lakhs)
Reserve and Surplus OCI Put
Exchange Options
Fair value Fair value Non-
Remeasur- Effective differences written
Share of non of non Controlling Total
Capital -ement of portion on translating on non-
Particulars Capital Securities options General Retained current current Interest other
redemption defined of cash the financial controlling
reserve premium outstanding reserve earnings investment investment (Refer note equity
reserve benefit flow statements interest
account in mutual in share 34(a))
plans hedge of a Foreign (Refer
funds warrants
operation note 34(a))
Balance as at March 31, 2024 21 1,539 43,949 2,210 420 149,952 492 225 - 296 8,096 - - 207,199
Balance as at April 1, 2022 21 1,539 32,951 2,603 362 139,592 221 1,214 185 - (688) (72,365) 15,034 120,669
About

TCI for the year ended March 31, 2023

Mastek

Profit for the year - - - - - 29,301 - - - - - - 1,726 31,027

Other comprehensive income (net of taxes) - - - - - - 346 (488) (185) - 6,872 - 39 6,584
TCI for the year - - - - - 29,301 346 (488) (185) - 6,872 - 1,765 37,611
Transactions with owners of the company
(i) Contributions and distributions
Issue of equity shares on share options exercised - - 235 - - - - - - - - - - 235
Equity settled share based payment - - - 560 - - - - - - - - - 560
How We

Transferred to securities premium on share options exercised - 327 (327) - - - - - - - - - -

Create Value

Cash dividends - - - - - (5,741) - - - - - - - (5,741)

ESOP adjustments* - - - (22) 22 - - - - - - - - -
Excess tax benefits from exercise of share-based options - - - (1,290) - - - - - - - - - (1,290)
Total contributions and distributions - - 562 (1,079) 22 (5,741) - - - - - - - (6,236)
(ii) Changes in ownership interests
Addition on account of MST acquisition - - - - - - 9 - - - - - - 9
Issue of share pursuant to acquisition of non controlling - - 5,937 - - - - - - - - - - 5,937
interest in Mastek Enterprise Solutions Private Limited
Building a

(Formerly known as Trans American Information Systems

Private Limited) (Refer note 34(a))
Sustainable Future

Acquisition of proportionate non-controlling interests - - - - - 8,044 (3) (13) - - (339) - (7,689) -

(Refer note 34(a))
Put options written on Non-Controlling Interest - - - - - - - - - - - 17,935 - 17,935
(Refer note 34(a))
Total Changes in ownership interests - - 5,937 - - 8,044 6 (13) - - (339) 17,935 (7,689) 23,881
Total Transactions with owners of the company - - 6,499 (1,079) 22 2,303 6 (13) - - (339) 17,935 (7,689) 17,645
Reports

Balance as at March 31, 2023 21 1,539 39,450 1,524 384 171,196 573 713 - - 5,845 (54,430) 9,110 175,925
Statutory

* ESOP adjustment reflects lapse of vested stock options during the year.
The accompanying notes form integral part of the consolidated 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
Chartered Accountants
Financial
Statements

Firm Registration No.: 001076N/N500013

Ashank Desai Rajeev Grover
Chairman Director
DIN: 00017767 DIN: 00058165
Adi P. Sethna Place: New York, USA Place: Vancouver, Canada
Partner
Membership No.: 108840 Hiral Chandrana Arun Agarwal Dinesh Kalani
Chief Executive Officer Global Chief Financial officer Sr. Vice President – Group Company Secretary
Information
Shareholder

Place: Mumbai, India Place: Chicago, USA Place: Mumbai, India (Membership Number: FCS 3343)
Date: April 26, 2024 Place: Miami, USA
285
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Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
1 Company overview b. Basis of Preparation For fixed price contracts, the Group satisfies liabilities of the acquiree. Significant estimates are
Mastek Limited (the ‘Company’/‘Holding Company’) The consolidated financial statements have been performance obligations over time as efforts or required to be made in determining the value of
is a public limited company domiciled in India and prepared on a historical cost convention and on an costs are expended, provided that certain criteria contingent consideration and intangible assets and
incorporated under the provisions of the Companies accrual basis, except for the following items that are met. This is because the Group's efforts or costs their estimated useful life. These valuations are
Act, 1956. Its shares are listed on the Bombay Stock have been measured at fair value as required by expended represent progress towards completion conducted by independent valuation experts.
Exchange (BSE) and National Stock Exchange (NSE). relevant Ind AS: and there is a direct relationship between input
The Holding Company’s registered office is located at and productivity. Therefore, revenue is recognized (v) Defined benefit plans and compensated
i. Derivative financial instruments;
804/805, President House, Opp. C N Vidyalaya, Near as the Group performs work or incurs costs, absences:
ii. Certain financial assets and liabilities measured reflecting the proportion of completion achieved.
Ambawadi Circle, Ahmedabad - 380 006, Gujarat, The cost of the defined benefit plans,
at fair value; refer accounting policy on
India. The Company and its subsidiaries (collectively 
Transaction price and amount allocated to compensated absences and the present value
financial instrument
referred herein under as ""the Group"") are providers of performance obligations - The transaction price of the defined benefit obligations are based
vertically-focused enterprise technology solutions. iii. Share based payment transactions; and on actuarial valuation using the projected unit
is the amount of consideration to which the Group
The portfolio of Group’s offering includes business iv. Defined benefit and other long-term expects to be entitled in exchange for transferring credit method. An actuarial valuation involves
and technology services comprising of Application employee benefits. agreed services to a customer. making various assumptions that may differ from
Development, Application Maintenance, Business actual developments in the future. These include
All the assets and liabilities have been classified as The transaction price is allocated to each
Intelligence and Data Warehousing, Testing & the determination of the discount rate, future
current and non-current as per the Group's normal performance obligation based on its consolidated
Assurance, Digital Commerce, Agile Consulting and salary increases and mortality rates. Due to the
operating cycle which does not exceed 12 months. selling price if it is distinct, or alternatively,
Legacy Modernisation, Oracle Cloud, Oracle ERP Cloud, complexities involved in the valuation and its long-
product-as-a-service solutions and machine learning. an estimation method is used to allocate the term nature, a defined benefit obligation is highly
c. Use of estimate and judgement transaction price to performance obligations
Through its acquisition of BizAnalytica during the year, sensitive to changes in these assumptions. All
the Group would be able to further offer data cloud, The preparation of consolidated financial statements in in the contract. This allocation is based on the assumptions are reviewed at each reporting date.
analytics and modernisation to a variety of industries conformity with Ind AS requires management to make relative consolidated selling prices of each distinct
(Refer note 34(c)). The Group carries out its operations judgments, estimates and assumptions that affect the performance obligation. Any uncertainty or (vi) Property, plant and equipment:
in United Kingdom, North America and AMEA (Middle application of accounting policies and the reported variability in the transaction price is estimated
The change in respect of periodic depreciation
east region, South-east Asia, India, Singapore and amounts of assets, liabilities, income and expenses. and included in the allocation of the transaction
is derived after determining an estimate of an
Australia) and has its offshore software development Actual results may differ from these estimates. price to each performance obligation.
assets expected useful life and the expected
centres in India at Mumbai, Gurugram, Noida, Pune, Estimates and underlying assumptions are reviewed on
residual value at the end of its life. The
Chennai, Mahape and Ahmedabad. a periodic basis. Revisions to accounting estimates are (ii) Income taxes:
useful lives and residual values of the Group's
recognized in the period in which the estimates are Significant judgments are involved in determining assets are determined by the management at
2 Basis of preparation and presentation revised and in any future periods affected. In particular, the provision for income taxes, including the the time the asset is acquired and reviewed
information about significant areas of estimation, amount expected to be paid or recovered in
a. General information and statement of compliance periodically, including at each financial year
uncertainty and critical judgments in applying connection with uncertain tax positions.
These consolidated financial statements have been end. The estimated useful lives are based on
accounting policies that have the most significant effect
prepared in accordance with Indian Accounting historical experience with similar assets as well
on the amounts recognized in the consolidated financial (iii) Deferred tax:
Standards ('Ind AS') prescribed under section 133 as anticipation of future events, which may
statements is included in the following notes:
of the Companies Act, 2013 (the 'Act') read with Deferred tax is recorded on temporary differences impact their life, such as changes in technology.
Companies (Indian Accounting Standards) Rules, 2015 (i) Revenue recognition: between the tax bases of assets and liabilities and Depreciation of PPE is calculated on straight-
(as amended), and the presentation and disclosure Timing of satisfaction of performance their carrying amounts, at the rates that have been line basis over the useful life estimated by the
requirement of Division II of Schedule III to the Act and obligations – The Group applies the percentage enacted or substantively enacted at the reporting management either based on technical evaluation
the guidelines issued by the Securities and Exchange of completion method in accounting for its date. The ultimate realisation of deferred tax assets or those prescribed under schedule II of the Act.
Board of India ('SEBI') to the extent applicable. The fixed price contracts. Use of the percentage is dependent upon the generation of future taxable
accounting policies for the years ended March 31, 2024 of completion method requires the Group to profits during the periods in which those temporary (vii) Intangible assets:
and March 31, 2023 are consistent. estimate the efforts or costs expended to date differences become deductible. The Group considers The charge in respect of periodic amortisation
as a proportion of the total efforts or costs to be the expected reversal of deferred tax liabilities is derived after determining an estimate of the
The revision to consolidated financial statements is and projected future taxable income in making this
expended. Efforts or costs expended have been expected useful life and the expected residual
permitted by Company's Board of Directors after obtaining assessment. The amount of the deferred tax assets
used to measure progress towards completion as value at the end of its useful life. Amortisation of
necessary approvals or at the instance of regulatory considered realisable, however, could be reduced in
there is a direct relationship between input and intangible assets is calculated on straight-line basis
authorities as per the provisions of the Act. the near term if estimates of future taxable income
productivity. Provisions for estimated losses, if over the useful life estimated by the management
These consolidated financial statements of the Group any, on uncompleted contracts are recorded in during the carry forward period are reduced. which reflects the manner in which the economic
(‘financial statements’) as at and for the year ended the period in which such losses become probable benefit is expected to be generated.
March 31, 2024 were approved and authorised by based on the expected contract estimates at the (iv) Business combination:
the Company’s board of directors on April 26, 2024. reporting date. This ensures that the consolidated Business combinations are accounted for using (viii) Impairment testing:
All amounts included in the consolidated financial financial statements reflect the expected Ind AS 103. Ind AS 103 requires the identifiable Goodwill and Intangible assets recognized on
statements are reported in Indian rupees (in lakhs) except outcome of the contract, taking into account all intangible assets and contingent consideration to be business combination are tested for impairment
share and per share data, unless otherwise stated and “0” available information at the reporting date. fair valued in order to ascertain the net fair value at least annually or when events occur or changes
denotes amounts less than fifty thousands rupees. of identifiable assets, liabilities and contingent in circumstances indicate that the recoverable
 Mastek Limited About How We Building a Statutory Financial Shareholder
288 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 289

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
amount of the asset or the cash generating unit entitled to the option. The increase in equity In assessing value in use, the estimated future by the Group (its subsidiaries). Control exists when the
(CGU) to which these pertain is less than the recognized in connection with share based cash flows are discounted to the present value parent has power over an investee, exposure or rights to
carrying value. The recoverable amount of the payment transaction is presented as a separate using a pre-tax discount rate that reflects current variable returns from its involvement with the investee
asset or the CGU is higher of value-in-use and component in equity under “share option market assessment of the time value of money and ability to use its power to affect those returns.
fair value less cost of disposal. The calculation of outstanding account”. The amount recognized and risk specific to the assets. An impairment loss Power is demonstrated through existing rights that give
value in use of a CGU involves use of significant as an expense is adjusted to reflect the impact is charged to the consolidated statement of profit the ability to direct relevant activities, those which
estimates and assumptions which includes of the revision in estimates based on number and loss in the year in which an assets is identified significantly affect the entity’s returns. Subsidiaries are
turnover and earnings multiples, growth rates and of options that are expected to vest, in the as impaired. After impairment, depreciation or consolidated from the date control commences until the
net margins used to calculate projected future consolidated statement of profit and loss with a amortisation is provided on the revised carrying date control ceases and extent of control is considered
cash flows, risk-adjusted discount rate, future corresponding adjustment to equity. amount of the asset over its remaining useful life. based on participative/beneficial rights.
economic and market conditions.
The financial statements of subsidiaries are
(xiii) Leases: (xv) Contingent liabilities:
consolidated on a line-by-line basis and intra-group
(ix) Expected credit losses on financial assets: Ind AS 116 “Leases” ('Ind AS 116') requires Contingent liability is possible obligation that balances and transactions including unrealised
On application of Ind AS 109 "Financial instruments" lessees to determine the lease term as the non- arises from past events and the existence of gain/ loss from such transactions are eliminated
('Ind AS 109'), the impairment provisions of financial cancellable period of a lease adjusted with any which will be confirmed only by the occurrence upon consolidation.
assets are based on assumptions about risk of option to extend or terminate the lease, if the use or non-occurrence of one or more uncertain
default and expected timing of collection. The of such option is reasonably certain. The Group future events not wholly within the control of the The acquisition method of accounting is used to
Group uses judgment in making these assumptions makes an assessment on the expected lease term Group or a present obligation that arises from account for business combination by the Group.
and selecting the inputs to the impairment on a lease-by-lease basis and thereby assesses the past events where it is either not probable The consolidated financial statements are prepared
calculation, based on the Group’s history of whether it is reasonably certain that any options that an outflow of resources will be required to using uniform accounting policy for like transactions
collections, customer’s credit-worthiness, existing to extend or terminate the contract will be settle the obligation or a reliable estimate of the and other events in similar circumstances and necessary
market conditions as well as forward looking exercised. In evaluating the lease term, the Group amount cannot be made. Initially, Group makes adjustments required for deviations, if any, have been
estimates at the end of each reporting period. considers factors such as any significant leasehold an assessment of whether a transaction is to be made in the consolidated financial statements.
improvements undertaken over the lease term, disclosed as contingent liability or to be recorded
(x) Research and development credit: costs relating to the termination of the lease and as provision. Also at each balance sheet date, Non-controlling interests, if any, in the results and
the importance of the underlying asset to Group’s basis the management judgement, changes in equity of subsidiary companies are shown separately
Research and development credit, in accordance
operations taking into account the location of the facts and legal aspects, the Group assesses the in the consolidated statement of profit and loss,
with Ind AS 20 are recognised only to the extent
underlying asset and the availability of suitable requirement of provisions against the outstanding consolidated statement of changes in equity and
there is reasonable assurance that the related
alternatives. The lease term in future periods is contingent liabilities. However, the actual future consolidated balance sheet. The group treats
conditions will be met and amounts will be received.
reassessed to ensure that the lease term reflects outcome may be different from this judgement. transactions with non-controlling interests that do not
Government grant relating to income are deferred the current economic circumstances. result in a loss of control as transactions with equity
and recognised in the consolidated statement (xvi) Restructuring provision: owners of the group. A change in ownership interest
of profit and loss over the period necessary to Where the rate implicit in the lease is not readily results in an adjustment between the carrying amounts
available, an incremental borrowing rate is Severance liabilities as a result of reduction
match them with costs that they are intended of the controlling and non-controlling interests to
applied. This incremental borrowing rate reflects in work force are recognised when they are
to compensate and presented within the other reflect their relative interests in the subsidiary. Any
the rate of interest that the lessee would have determined to be probable and estimable
income/credit to related expenses. difference between the amount of the adjustment to
to pay to borrow over a similar term, with a and create a constructive obligation about
non-controlling interests and any consideration paid or
similar security, the funds necessary to obtain an the execution of plan. On an ongoing basis,
(xi) Provisions: received is recognised within equity.
asset of a similar nature and value to the right- management assesses the profitability of a
Provision is recognised when the Group has a present business and possibly may decide to restructure
of-use asset in a similar economic environment. e. Summary of material accounting policy information
obligation as a result of past event and it is probable the operations of such businesses. Significant
Determination of the incremental borrowing rate
that an outflow of resources will be required to assumptions are used in determining the amount (i) Functional and Presentation Currency
requires estimation.
settle the obligation, in respect of which a reliable of the estimated liability for restructuring. Items included in the consolidated financial
estimate can me made. Provisions (excluding defined statements of each of the Group's subsidiaries
(xiv) Evaluation of indicators for impairment of
benefit obligation and compensated absences) (xvii) Fair value measurements: are measured using the currency of the primary
assets:
are not discounted to its present value and are economic environment in which these entities
The evaluation of applicability of indicators of Management applies valuation techniques to
determined based on best estimate required to operate (i.e. the “functional currency”). The
impairment of assets requires assessment of determine fair value of financial assets and
settle obligation at the balance sheet date. These consolidated financial statements are presented
several external and internal factors which could liabilities (where active market quotes are not
are reviewed at each balance sheet date adjusted to in Indian Rupee, the national currency of India,
result in deterioration of recoverable amount of available). This involves developing estimates and
reflect the current best estimates. which is the functional currency of the Group.
the assets. The carrying amount of assets are assumptions around volatility and dividend yield
reviewed at each balance sheet date if there is etc. which may affect the value of financial assets
(xii) Share-based payments: (ii) Foreign currency transactions and balances
any indication of impairment based on internal and and liabilities.
At the grant date, fair value of options granted to Foreign currency transactions of the Group are
external factors. An asset is treated as impaired
employees is recognized as employee expense, d. Basis of Consolidation accounted at the exchange rates prevailing on
when the carrying value exceeds its recoverable
with corresponding increase in equity, over the the date of the transaction. Monetary assets
value. The recoverable amount is the higher of The consolidated financial statements incorporate the
period that the employee become unconditionally and liabilities are translated at each reporting
the fair value less cost to sell and the value in use. financial statements of the Group and entities controlled
 Mastek Limited About How We Building a Statutory Financial Shareholder
290 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 291

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
date based on the rate prevailing on such date. measured at amortised cost using the effective presented within equity in the cash flow hedging c. Due to be settled within twelve months
Gains and losses resulting from the settlement interest rate method less impairment losses, if any. reserve to the extent that the hedge is effective. after the reporting period, or
of foreign currency monetary items and from To the extent that the hedge is ineffective,
b. Financial Assets at Fair Value Through Other d. There is no unconditional right to
the translation of monetary assets and liabilities changes in fair value are recognised in the
Comprehensive Income (FVOCI) defer the settlement of the liability
denominated in foreign currencies are recognised consolidated statement of profit and loss.
A financial asset is subsequently measured for at least twelve months after the
in the consolidated statement of profit and loss.
at FVOCI if it is held within a business model The Group’s policy is to recognise transfers into reporting period.
Non-monetary assets and liabilities are continued
whose objective is achieved by both collecting and transfers out of fair value hierarchy levels as
to be carried at rates of initial recognition. 4. All other liabilities are classified as non-
contractual cash flows and selling financial assets at the end of the reporting period.
current.
For the purposes of presenting the consolidated and the contractual terms of the financial asset C. Derecognition of financial instruments
financial statements assets and liabilities of give rise on specified dates to cash flows that are 5. Deferred tax assets and liabilities are
Group’s foreign operations with functional The Group derecognises a financial asset when classified as non-current assets and liabilities.
solely payments of principal and interest on the
currency different from the Group are translated the contractual right to receive the cash flows
principal amount outstanding. 6. All assets and liabilities have been classified
into Group’s functional currency i.e. INR using from the financial asset expire or it transfers the
c. Financial Assets at Fair Value Through Profit or financial asset. A financial liability is derecognised as current or non-current as per the Group's
exchange rates prevailing at the end of each
Loss (FVTPL) when the obligation under the liability is operating cycle and other criteria set out
reporting period. Income and expense items are
discharged, cancelled or expires. in Schedule III to the Act. Based on the
translated at the average exchange rates for the A financial asset which is not classified in any of
nature of services and the time between the
period. Exchange differences arising, if any, are the above categories are subsequently fair valued D. Offsetting of financial instruments acquisition of assets for processing and their
recognised in other comprehensive income and through profit or loss.
Financial assets and financial liabilities are offset realisation in cash and cash equivalents, the
accumulated in equity.
d. Financial Liabilities and the net amount is reported in the balance Group has ascertained its operating cycle
Goodwill and fair value adjustments arising on the Financial liabilities are subsequently carried sheet if there is a currently enforceable legal right as a period not exceeding twelve months
acquisition of a foreign entity are treated as assets at amortised cost using the effective interest to offset the recognised amounts and there is an for the purpose of current and non-current
and liabilities of the foreign entity and translated method, except for contingent consideration intention to settle on a net basis or to realise the classification of assets and liabilities.
at the exchange rate in effect at the balance recognized in a business combination which is assets and settle the liabilities simultaneously. The
sheet date. subsequently measured at fair value through profit legally enforceable right must not be contingent (v) Property, Plant and Equipment (PPE) (including
or loss. For trade and other payables maturing on future events and must be enforceable in the capital work in progress)
(iii) Financial instruments within one year from the balance sheet date, the normal course of business and in the event of PPE are stated at historical cost, less accumulated
A. Initial recognition and measurement carrying amounts approximate the fair value due default, insolvency or bankruptcy of the group or depreciation and impairment losses, if any.
to the short maturity of these instruments. the counterparty. Historical costs include expenditure directly
The Group recognises financial assets and
liabilities when it becomes a party to the attributable to acquisition which are capitalised
2. Derivative instruments (iv) Current versus non-current classification until the PPE are ready for use, as intended by
contractual provisions of the instrument. Financial
assets (except trade receivables) and financial The Group holds derivative financial instruments 1. An asset is considered as current when it is: management, including non-refundable taxes.
liabilities are recognised at fair value on initial such as foreign exchange forward contracts to Any trade discount and rebates are deducted in
a. Expected to be realised or intended
recognition. Transaction costs that are directly mitigate the risk of changes in exchange rates on arriving at the purchase price.
to be sold or consumed in the normal
attributable to the acquisition or issue of financial foreign currency exposures. The counterparty for
operating cycle, or The cost of PPE acquired in a business
assets and liabilities that are not at fair value these contracts is generally a bank.
combination is recorded at fair value on the date
through profit or loss are added to the fair value b. Held primarily for the purpose of
These derivative instruments are designated as of acquisition. The fair value is taken as per the
on initial recognition. Regular purchase and sale trading, or
cash flow hedge. report of independent valuer. The cost comprises
of financial assets are recognised on the trade c. Expected to be realised within twelve purchase price, borrowing cost if capitalisation
date. Further, trade receivables are measured at The hedge accounting is discontinued when the
months after the reporting period, or criteria are met and directly attributable cost of
transaction price on initial recognition. hedging instruments expires or is sold, terminated
bringing the asset to its working condition for the
or no longer qualifies for hedge accounting d. Cash or cash equivalents unless
B. Subsequent measurement intended use.
and the cumulative gain or loss on the hedging restricted from being exchanged or used
1. Non-derivative financial instruments instruments recognized in hedging reserve till the to settle a liability for at least twelve An item of PPE initially recognised is de-recognised
a. Financial assets carried at amortised cost price hedge was effective remain in cash flow months after the reporting period. upon disposal or when no future economic
hedge reserve until the forecasted transaction benefits are expected from its use or disposal.
A financial asset is subsequently measured at 2. All other assets are classified as non-current.
occurs. The cumulative gain or loss previously Gains or losses arising from disposals of assets
amortised cost if it is held within a business model
recognized in the cash flows hedging reserve is 3. Liability is considered as current when it is: are measured as the difference between the net
whose objective is to hold the asset in order to
transferred to profit or loss upon the occurrence disposal proceeds and the carrying value of
collect contractual cash flows and the contractual a. Expected to be settled in the normal
of related forecasted transactions. the asset on the date of disposal and are
terms of the financial asset give rise on specified operating cycle, or
recognised in the consolidated statement of profit
dates to cash flows that are solely payments of Changes in the fair value of the derivative hedging
b. Held primarily for the purpose of and loss, in the period of disposal.
principal and interest on the principal amount instrument designated as a cash flow hedge are
trading, or
outstanding. Financial assets are subsequently recognised in other comprehensive income and
 Mastek Limited About How We Building a Statutory Financial Shareholder
292 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 293

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
The Group depreciates PPE over their estimated in which the economic benefit is expected As a lessee b. Lease liabilities
useful lives using the straight-line method. The to be generated. The estimated useful life of The Group assesses whether a contract contains The lease liability is initially measured at
estimated useful lives of PPE for the current and amortisable intangibles are reviewed and where a lease, at inception of a contract. A contract is, amortised cost at the present value of the
comparative periods are as follows: appropriate are adjusted, annually. or contains, a lease if the contract conveys the future lease payments. The lease payments
Category Useful life Gains or losses arising from derecognition of an right to control the use of an identified asset for are discounted using the interest rate implicit
intangible asset are measured as the difference a period of time in exchange for consideration. in the lease or, if not readily determinable,
Building 25-30 years
between the net disposal proceeds and the To assess whether a contract conveys the right to using the incremental borrowing rates in
Computers 2-5 years
carrying amount of the asset on the date of control the use of an identified asset, the Group the country of domicile of these leases.
Plant and equipment 2-5 years assesses whether: (i) the contract involves the use Lease liabilities are remeasured with a
disposal and are recognised in the consolidated
Furniture and fixtures 5 years of an identified asset (ii) the Group has substantially corresponding adjustment to the related ROU
statement of profit and loss when the asset
Office equipment 5 years is derecognised. all of the economic benefits from use of the asset asset if the Group changes its assessment
Vehicles 5 years through the period of the lease and (iii) the Group on whether it will exercise an extension or a
Amortisation on addition to intangible assets or has the right to direct the use of the asset. termination option.
Leasehold improvement 5-15 years i.e. lower of life
on disposal of intangible assets is calculated pro-
of the asset or the primary
rata from the month of such addition or upto the At the date of commencement of the lease, the As a lessor
period of lease
month of such disposal as the case may be. Group recognises a right of use asset (‘ROU’) and a Leases for which the Group is a lessor is
Leasehold land Lease Term ranging from
corresponding lease liability for all lease classified as a finance or operating lease.
95-99 years
The estimated useful lives of the amortisable arrangements in which it is a lessee, except for Whenever the terms of the lease transfer
In case of certain PPE, the Group uses useful intangible assets for the current and comparative leases with a term of twelve months or less (short- substantially all the risks and rewards of
life different from those specified in Schedule II periods are as follows: term leases) and leases for low value asset. For ownership to the lessee, the contract is
of the Act which is duly supported by technical Category Useful life
these short-term leases and leases for low-value classified as a finance lease. All other leases
evaluation. The management believe that these assets, the Group recognises the lease payments are classified as operating leases
Computer Software 1-5 years
estimated useful lives are realistic and reflect fair as an operating expense on a straight-line basis
Customer Contracts 1-3 years For operating leases, rental income is
approximation of the period over which the assets over the term of the lease.
are likely to be used. Customer Relationships 7-15 years recognised on a straight-line basis over the
Certain lease arrangements include the options term of the relevant lease. Contingent rents
Refer (ix) below for goodwill
Depreciation methods, estimated useful lives and to extend or terminate the lease before the end are recognised as revenue in the period in
residual values are reviewed at each reporting (vii) Investment Property of the lease term. ROU assets and lease liabilities which they are earned.
date. Depreciation on addition to PPE or on includes these options when it is reasonably
Property that is held either for long term rental
disposal of PPE is calculated pro-rata from the certain that they will be exercised. The ROU assets (ix) Business combination
yield or for capital appreciation or both, but not
month of such addition or upto the month of such are initially recognised at cost, which comprises
for sale in ordinary course of the business, use in Business combinations are accounted for using
disposal as the case may be. the initial amount of the lease liability adjusted
the production or supply of goods or services or for the acquisition method under the provisions of
for any lease payments made at or prior to the
Gains and losses on disposals are determined by administrative purposes is classified as investment Ind AS 103, Business Combinations. The cost of
commencement date of the lease plus any initial
comparing proceeds with carrying value. These property. Upon initial recognition, an investment an acquisition is measured at the fair value of
direct costs less any lease incentives. They are
are included in consolidated financial statements. property is measured at cost. Subsequent to initial the assets transferred, equity instruments issued
subsequently measured at cost less accumulated
recognition, investment property is measured and liabilities incurred or assumed at the date of
Capital work-in-progress includes PPE under depreciation and impairment losses, if any.
at cost less accumulated depreciation and acquisition, which is the date on which control is
construction and not ready for intended use as on
accumulated impairment loss, if any. Depreciation transferred to the Group.
the balance sheet date. a. Right of use assets
is provided in the same manner as PPE.
ROU assets are depreciated from the For convenience, an acquisition date may be
(vi) Intangible assets Any gain or loss on disposal of an investment commencement date on a straight-line basis considered to be at the beginning or end of a
Intangible assets acquired separately are initially property is recognised in consolidated statement over the shorter of the lease term and useful month, in which the control is acquired rather
recognised at cost of acquisition which includes of profit and loss. life of the underlying asset. ROU assets than the actual acquisition date, unless events
purchase price including import duties and are evaluated for recoverability whenever between the ‘convenience’ date and the actual
nonrefundable taxes, if any and further includes (viii) Leases events or changes in circumstances indicate acquisition date result in material changes in
directly attributable cost of preparing the asset The determination of whether an arrangement that their carrying amounts may not be the amounts recognised. The cost of acquisition
for its intended use. Identifiable intangible is (or contains) a lease is based on the substance recoverable. For the purpose of impairment also includes the fair value of any contingent
assets are recognised when it is probable that of the arrangement at the inception of the testing, the recoverable amount (i.e., the consideration. Identifiable assets acquired,
future economic benefits attributed to the lease. The arrangement is, or contains, a lease higher of the fair value less cost to sell liabilities and contingent liabilities assumed in a
asset will flow to the Group and the cost of the if fulfilment of the arrangement is dependent and the value-in-use) is determined on an business combination are measured initially at
asset can be reliably measured. Following initial on the use of a specific asset or assets and the individual asset basis unless the asset does their fair value on the date of acquisition.
recognition, intangible assets are carried at cost arrangement conveys a right to use the asset or not generate cash flows that are largely Contingent consideration is remeasured at fair
less accumulated amortisation and impairment assets, even if that right is not explicitly specified independent of those from other assets. value at each reporting date and any changes in
losses, if any. The amortisation of an intangible in an arrangement. In such cases, the recoverable amount is the fair value are recognised in the consolidated
asset with a finite useful life reflects the manner determined for the Cash Generating Unit statement of profit and loss.
('CGU') to which the asset belongs.
 Mastek Limited About How We Building a Statutory Financial Shareholder
294 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 295

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
The interest of non-controlling shareholders its value in use. Total impairment loss of a CGU is For all other financial assets, expected credit Actuarial gains or losses are recognised in OCI.
is initially measured at fair value as on the allocated first to reduce the carrying amount of losses are measured at an amount equal to the Further, the profit or loss does not include an
acquisition date. Subsequent to acquisition, the goodwill allocated to the CGU and then to other 12-months expected credit losses or at an amount expected return on plan assets. Instead net
carrying amount of non-controlling interest is the assets of the CGU pro rata on the basis of the equal to the lifetime credit losses if the credit risk interest recognised in profit or loss is calculated
amount of those interests at initial recognition plus carrying amount of such assets in CGU. on the financial asset has increased significantly by applying the discount rate used to measure
the non-controlling interest’s share of subsequent since initial recognition. the defined benefit obligation to the net defined
changes in equity. Total comprehensive income (x) Impairment of assets benefit liability or asset. The discount rate
When determining whether the credit risk of
is attributed to non-controlling interests even if a. Non financial assets used is with reference to the market yields on
a financial asset has increased significantly
it results in the non-controlling interest having a government bonds for a term approximating
Intangible assets, ROU assets and PPE are since initial recognition, the Group considers
deficit balance. with the term of the related obligation. The
evaluated for recoverability whenever events reasonable and supportable information that
actual return on the plan assets above or below

Put option: The Group has written a put option or changes in circumstances indicate that their is relevant and available without undue cost
the discount rate is recognised as part of re-
over the equity instrument of it's subsidiary carrying amounts may not be recoverable. For the or effort. This includes both quantitative and
measurement of net defined liability or asset
acquired, where the holders (non-controlling purpose of impairment testing, the recoverable qualitative information and analysis, based on
through other comprehensive income.
interests) of that instrument have the right to put amount (i.e., the higher of the fair value less cost the Group's historical experience and informed
Remeasurements comprising of actuarial gains
their instrument back to the Group at their fair to sell and the value in use) is determined on an credit assessment, that includes forward-
or losses and return on plan assets (excluding
value on specified dates. The amount that may individual asset basis unless the asset does not looking information.
amounts included in net interest on the net
become payable at each reporting date under the generate cash flows that are largely independent
The Group assumes that the credit risk on a defined benefit liability) are not reclassified to
option on exercise is recognised at present value of those from other assets. In such cases, the
financial asset has increased significantly if it is profit or loss in subsequent periods.
as a written put option financial liability with a recoverable amount is determined for the CGU to
more than 90 days past due (inclusive of additional
corresponding charge directly to equity. which the asset belongs.
60 days over and above 30 days rebuttable (c) Other long-term employee benefits
Acquisition costs that the Group incurs in
If such assets are considered to be impaired, the presumption, where the delay could be due to The employees of the Group are also entitled
connection with a business combination are
impairment to be recognised in the consolidated administrative oversight which is considered for other long-term benefit in the form of
expensed as incurred.
statement of profit and loss is measured by the normal in the industry and/or geographies where compensated absences as per the policy of the
Goodwill: Goodwill represents the excess of the
 amount by which the carrying value of the assets Group is operating). Group. Employees are entitled to accumulate
cost of an acquisition over the fair value of the exceeds the estimated recoverable amount of leave balance upto the upper limit as per the
Group’s share of the net identifiable assets of the the asset. An impairment loss is reversed in (xi) Employee Benefits Group’s policies which can be carried forward
acquired subsidiary at the date of acquisition. the consolidated statement of profit and loss if A. Long Term Employee Benefits perpetually. Leave encashment for employees gets
Goodwill is measured at cost less accumulated there has been a change in the estimates used to triggered on an annual basis, if the accumulated
(a) Defined contribution plan
impairment losses. Goodwill is allocated to determine the recoverable amount. The carrying leave balance exceeds the upper limit of leave.
the cash-generating units (CGU) expected to amount of the asset is increased to its revised The Group has defined contribution plans for post
Further, at the time of retirement or death while
benefit from the synergies of the combination recoverable amount, provided that this amount employment benefits in the form of provident
in employment or on termination of employment,
for the purpose of impairment testing. A CGU does not exceed the carrying amount that would fund, employees' state insurance, labour welfare
leave encashment vests equivalent to salary
is the smallest identifiable group of assets have been determined (net of any accumulated fund and superannuation fund in India which are
payable for number of days of accumulated leave
that generates cash inflows that are largely amortisation or depreciation) had no impairment administered through Government of India and/
balance. Liability for such benefits is provided on
independent of the cash inflows from other assets loss been recognised for the asset in prior years. or Life Insurance Corporation of India ('LIC'). Under
the basis of actuarial valuations, as at the balance
or group of assets. the defined contribution plans, the Group has no
b. Financial assets sheet date, carried out by an independent actuary
further obligation beyond making the contributions.
Goodwill is tested for impairment annually or using the projected unit credit method. Actuarial
The Group assesses at each date of balance Such contributions are charged to the consolidated
earlier, if events or changes in circumstances gains and loss are recognised in the consolidated
sheet whether a financial asset or a group of statement of profit and loss as incurred.
indicate that the carrying amount may not statement of profit and loss during the period in
financial assets is impaired. Ind AS 109 requires
be recoverable. which they arise.
expected credit losses to be measured through (b) Defined benefit plan
For the purpose of impairment testing, goodwill a loss allowance. The Group recognises lifetime The Group has defined benefit plans for post B. Short-term employee benefits
is allocated to a Cash generating unit (CGU) expected losses for all trade receivables and employment benefits in the form of gratuity for The undiscounted amount of short term employee
representing the lowest level within the group contract assets that do not constitute a financing its employees in India. The gratuity scheme of the benefits expected to be paid in exchange for the
at which goodwill is monitored for internal component. In determining the allowances for Group is administered through LIC. Liability/asset services rendered by employees is recognised in
management purposes, and which is not higher doubtful trade receivables and contract assets, for defined benefit plans is recognised on the basis the year during which the employee rendered
than the group operating segment. Goodwill the Group has used a practical expedient by of actuarial valuations, as at the balance sheet the services. These benefits include salary and
is tested for impairment at least annually or computing the expected credit loss allowance date, carried out by an independent actuary. The performance incentives etc.
whenever there is an indication that goodwill may for trade receivables and contract assets based actuarial valuation method used by independent
on a provision matrix. The provision matrix takes C. Termination benefits
be impaired. For goodwill impairment testing, actuary which is the net of the present value
the carrying amount of CGU's (including allocated into account historical credit loss experience of defined obligation and the fair value of plan Termination benefits including those in the
goodwill) is compared with its recoverable amount and is adjusted for forward looking information. assets. The actuarial valuation method used by nature of voluntary retirement benefits or those
by the Group. The recoverable amount of a CGU The expected credit loss allowance is based on independent actuary for measuring the liability is arising from restructuring, are recognised in the
is the higher of its fair value less cost to sell or the ageing of the receivables that are due and the projected unit credit method. consolidated statement of profit and loss when
allowance rates used in the provision matrix. the Group has a present obligation as a result of
 Mastek Limited About How We Building a Statutory Financial Shareholder
296 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 297

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
past event, when a reliable estimate can be made (xiv) Income recognition material contracts are recognised as the related have incurred if the contract had not been
of the amount of the obligation and it is probable When a performance obligation is satisfied, the services are rendered. obtained. For certain contracts, Group does incur
that an outflow of resources embodying economic Group recognises as revenue the amount of the insignificant incremental costs to obtain the
Multiple element arrangements
benefits will be required to settle the obligations. transaction price (which excludes estimates contract. Group applies practical expedient by
In contracts with multiple performance obligations, recognising such cost as expense, when incurred,
of variable consideration) that is allocated to
(xii) Share based payment Group accounts for individual performance in the consolidated statement of profit and loss
that performance obligation. Transaction price
obligations separately if they are distinct and instead of creating an asset as the amortisation
The Group determines the compensation cost is the amount of consideration to which the
allocate the transaction price to each performance period of the asset that the Group otherwise
based on the fair value method using Black-Scholes- Group expects to be entitled in exchange for
obligation based on its relative consolidated selling would have recognised is one year or less.
Merton formula, in accordance with Ind AS 102 transferring promised goods or services to a
price out of total consideration of the contract.
“Share-based Payment” (‘Ind AS 102’). The Group customer, excluding amounts collected on behalf Significant financing component
Consolidated selling price is determined utilising
grants options to its employees which will be of third parties.
observable prices to the extent available. If the Group considers all relevant facts and
vested in a graded manner and are to be exercised
The Group derives revenue primarily from consolidated selling price for a performance circumstances in assessing whether a contract
within a specified period. The compensation cost is
Information Technology services which includes obligation is not directly observable, Group uses contains a financing component and whether that
amortised on graded basis over the vesting period.
IT Outsourcing services, support and maintenance expected cost plus margin approach. financing component is significant to the contract,
The share based payment expense is determined
services. The Group recognises revenue over time, including both the conditions:
based on the Group's estimate of equity instrument IT support and maintenance
over the period of the contract, on transfer of
that will eventually vest. Contracts related to maintenance and support (a) the difference, if any, between the amount
control of deliverables (solutions and services)
services are either fixed price or time and of promised consideration and the cash
The amounts recognised in “Share options to its customers in an amount reflecting the
material. In these contracts, the performance selling price of the promised goods or
outstanding account” are transferred to share consideration to which the Group expects to be
obligations are satisfied, and revenues are services; and
capital and securities premium upon exercise of entitled. To recognise revenues, Group applies
stock options by employees. Where employee the following five step approach: (1) identify recognised, over time as the services are (b) the combined effect of both the
stock options lapse after vesting, an amount the contract with a customer, (2) identify the provided. Revenue from maintenance contracts following conditions:
equivalent to the cumulative cost for the performance obligations in the contract, (3) is recognised ratably over the period of the
contract because the Group transfers the control (i) the expected length of time between
lapsed option is transferred from “Share options determine the transaction price, (4) allocate the
evenly by providing standard services. The term when the entity transfers the promised
outstanding account” to “General reserve”. transaction price to the performance obligations
of the maintenance contract is usually one year. goods or services to the customer and
in the contract, and (5) recognise revenues when a
Renewals of maintenance contracts create new when the customer pays for those goods
(xiii) Provisions, Contingent Liabilities and performance obligation is satisfied.
performance obligations that are satisfied over the or services; and
Contingent assets
Group accounts for a contract when it has approval term with the revenues recognised ratably over
Provisions are recognised when the Group has a (ii) the prevailing interest rates in the
and commitment from all parties, the rights of the term.
present obligation as a result of past events, for relevant market.
the parties are identified, payment terms are
which it is probable that an outflow of resources identified, the contract has commercial substance Any modification or change in existing Provision of onerous contract are recognised
embodying economic benefits will be required and collectability of consideration is probable. performance obligations is assessed whether the when the expected benefits to be derived by
to settle the obligation and a reliable estimate services is added to the existing contracts or not. the Group from a contract are lower than the
of the amount can be made. A disclosure for Fixed Price contracts related to application The distinct services are accounted for as a new unavoidable cost of meeting the future obligation
a contingent liability is made where there is a development, consulting and other services are contract and services which are not distinct are under the contract. The provision is measured at
possible obligation that arises from past events single performance obligation or a stand-ready accounted for on a cumulative catch-up basis. present value of the lower of the expected cost
and the existence of which will be confirmed performance obligation, which in either case
Cost to fulfil the contracts of terminating the contract and the expected net
only by the occurrence or non-occurrence of is comprised of a series of distinct services
cost of continuing with the contract.
one or more uncertain future events not wholly that are substantially the same and have the Recurring operating costs for contracts with
within the control of the Group or a present same pattern of transfer to the customer (i.e. customers are recognised as incurred. Revenue Other operating revenue: It includes revenue
obligation that arises from the past events where distinct days or months of service). Revenue recognition excludes any government taxes arising from Group’s ancillary revenue-generating
it is either not probable that an outflow of is recognised in accordance with the method but includes reimbursement of out of pocket activities. Revenue from these activities are
resources will be required to settle the obligation prescribed for measuring progress i.e. percentage expenses. Provision of onerous contract are recorded only when Group is reasonably certain of
or a reliable estimate of the amount cannot be of completion method. Percentage of completion recognised when the expected benefits to be such income.
made. Provisions are reviewed regularly and are is determined based on project costs incurred derived by the Group from a contract are lower
Trade receivables, contract assets and contract
adjusted where necessary to reflect the current to date as a percentage of total estimated than the unavoidable cost of meeting the future
liabilities
best estimates of the obligation. Where the project costs required to complete the project. obligations under the contract. The provision is
The cost expended (or input) method has been measured at present value of the lower of the Trade Receivable is primarily comprised of
Group expects a provision to be reimbursed, the
used to measure progress towards completion expected cost of terminating the contract and the billed and unbilled receivables (i.e. only the
reimbursement is recognised as a separate asset,
as there is a direct relationship between input expected net cost of continuing with the contract. passage of time is required before payment is
only when such reimbursement is virtually certain.
and productivity. The estimates are evaluated due) for which the Group has an unconditional
Incremental costs of obtaining a contract right to consideration, net of an allowance for
 ontingent asset is not recognised in the
C at every reporting period and the revisions on
account of changes in estimates are recognized  The incremental costs of obtaining a contract expected credit loss. A contract asset is a right to
consolidated financial statement. However, it
prospectively in the period in which the changes are those costs that an entity incurs to obtain consideration that is conditional upon factors other
is recognised only when an inflow of economic
are effected. Revenues relating to time and a contract with a customer that it would not than the passage of time. Contract assets are
benefits is probable.
 Mastek Limited About How We Building a Statutory Financial Shareholder
298 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 299

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
presented separately in the consolidated financial (xvi) Other Income Significant assumptions are used in determining (xxiii) Cash flow hedge
statements and primarily relate to unbilled Other income comprises interest income on bank the amount of the estimated liability for The effective portion of changes in the fair
amounts on fixed-price contracts utilising the deposits, research and development credits, restructuring. If the assumptions regarding early value of derivatives that are designated and
cost to cost method i.e. percentage of completion dividend income and gains/(losses) on disposal of termination and the timing prove to be inaccurate, qualify as cash flow hedge is recognised in other
method (POCM) of revenue recognition. Contract investments except investments fair value through Group may be required to record additional losses, comprehensive income and accumulated under
liabilities consist of advance payments and billings OCI, property plant and equipment, investment or conversely, a future gain. cash flow hedge reserve. The Group classifies
in excess of revenues recognised. property etc. Interest income is recognised using its forward contract that hedge foreign currency
the effective interest method. Dividend income (xxi) Financial guarantee contracts risk associated as cash flow hedge and measures
The difference between opening and closing
balance of the contract assets and liabilities is recognized when the right to receive payment Financial guarantee contracts issued by the Group them at fair value. The gain or loss relating to the
results from the timing differences between the is established. are those contracts that require a payment to ineffective portion is recognised immediately in
performances obligation and customer payment. be made to reimburse the holder for a loss it the consolidated statement of profit and loss and
(xvii) Finance/Borrowing costs incurs because the specified debtor fails to make is included in the ‘other expense / other income’
(xv) Income tax Finance costs comprises interest cost on a payment when due in accordance with the line item. Amounts previously recognised in other
borrowings, losses arising on re-measurement of terms of a debt instrument. Financial guarantee comprehensive income and accumulated in equity
Tax expense for the year comprises of current
financial assets at FVTPL, losses on translation contracts are recognised initially as a liability at relating to effective portion (as described above)
tax and deferred tax. Current tax is measured
or settlement of foreign currency borrowings and fair value, adjusted for transaction costs that are reclassified to the consolidated statement of
by the amount of tax expected to be paid to the
changes in fair value and losses on settlement are directly attributable to the issuance of the profit and loss in the periods when the hedged
taxation authorities on the taxable profits after
of related derivative instruments. Borrowing guarantee. Subsequently, the liability is measured item affects the consolidated statement of profit
considering tax allowances and exemptions and
costs that are not directly attributable to a at the higher of the amount of loss allowance and loss, in the same line as the recognised
using applicable tax rates and laws. Deferred tax
qualifying asset are recognised in the consolidated determined as per impairment requirements of hedged item. When the hedging instrument
is recognised on timing differences between the
statement of profit and loss using the effective Ind AS 109 and the amount recognised less, when expires or is sold or terminated or when a hedge
accounting base and the taxable base for the
interest method. appropriate, the cumulative amount of income no longer meets the criteria for hedge accounting,
year and quantified using the tax rates and tax
recognised in accordance with the principles any cumulative deferred gain or loss at that time
laws enacted or substantively enacted as on the
(xviii) Government grants of Ind AS 115 "Revenue from Contracts with remains in equity until the forecast transaction
balance sheet date.
Customers" ('Ind AS 115'). occurs and when the forecast transaction is no
Grants/assistance from the government are
Deferred tax is recognised using the balance longer expected to occur, the cumulative gain or
recognised at their fair value where there is
sheet approach. Deferred income tax assets (xxii) Exceptional items loss that was reported in equity are immediately
reasonable assurance that the grant will be
and liabilities are recognised for deductible and When items of income and expense within reclassified to consolidated statement of profit
received and the Group will comply with all
taxable temporary differences arising between profit or loss from ordinary activities are of such and loss within other income.
attached conditions. Grants related to income
the tax base of assets and liabilities and their size, nature or incidence that their disclosure
(revenue in nature) are presented as part of the
carrying amount in consolidated financial is relevant to assist users in understanding the (xxiv) Recent accounting pronouncements
profit or loss as deduction while reporting the
statements, except when the deferred income financial performance achieved and in making Ministry of Corporate Affairs ('MCA') notifies
related expense.
tax arises from the initial recognition of goodwill projections of future financial performance, the new standards or amendments to the existing
or an asset or liability in a transaction that is nature and amount of such material items are standards under Companies (Indian Accounting
(xix) Cash and cash equivalent
not a business combination and affects neither disclosed separately as exceptional items. Standards) Rules as issued from time to time.
accounting nor taxable profits or loss at the time Cash and cash equivalents include cash in hand,
For the year ended March 31, 2024, MCA has not
of the transaction. demand deposits with banks and other short term
notified any new standards or amendments to the
highly liquid investments with original maturities
Deferred income tax asset is recognised to the existing standards applicable to the Group.
of three months or less, excluding bank overdraft.
extent that it is probable that taxable profit
will be available against which the deductible (xx) Restructuring provision
temporary differences, and the carry forward
On an ongoing basis, management assesses the
of unused tax credits and unused tax losses can
profitability of a business and possibly may decide
be utilized. Deferred income tax liabilities are
to restructure the operations of such businesses.
recognised for all taxable temporary differences.

Current tax and deferred tax assets and liabilities Severance liabilities as a result of reduction
are offset when there is a legally enforceable in work force are recognised when they are
right to set off the recognised amount and there determined to be probable and estimable and
is an intention to settle the asset and liability on a create a constructive obligation about the
net basis. execution of plan. Other liabilities for costs
associated with restructuring activity are
recognised when the liability is incurred, instead
of upon commitment of plan.
 300

Mastek Inc.

BizAnalytica LLC
Name of subsidiary

Mastek Digital, Inc.

Evosys Kuwait WLL*

Mastek Systems B.V.

Mastek (UK) Limited

Newbury Cloud, Inc.

Mastek Arabia FZ LLC
Mastek Limited

Mastek Systems Pty Ltd

Evolutionary Systems Corp.

MetasoftTech Solutions LLC

Annual Report 2023-24

Mastek Systems Bahrain WLL

Evolutionary Systems Saudi LLC

Evolutionary Systems Qatar WLL*
Mastek Arabia Systems Egypt LLC

Mastek Systems Company Limited

Mastek Systems (Malaysia) SDH BHD

Evolutionary Systems Canada Limited

Evolutionary Systems Consultancy LLC*

Meta Soft Tech Systems Private Limited

Mastek Systems (Singapore) Pte. Limited
Trans American Information Systems Inc.
Mastek Enterprise Solution Private Limited

(formerly known as Evolutionary Systems B.V.)

100% of the beneficial interest in these entities.

(formerly known as Evolutionary Systems Egypt LLC)
(formerly know as Evolutionary Systems Bahrain WLL)

(formerly known as Evolutionary Systems Company Limited)

(formerly known as Evolutionary Systems (Singapore) Pte. Limited)
(formerly known as Evosys Consultancy Services (Malaysia) SDN BHD)

UK
UK

USA
USA
USA
USA
USA
USA

India
India

Saudi
Qatar
Egypt
Dubai

Kuwait

Canada
Canada

Bahrain

Malaysia
Australia

Singapore
Abu Dhabi

Netherlands
of incorporation
Principal place of
f. Details of investments in subsidiary companies in accordance with Ind AS 27

business and country

Explanatory Information as at and for the year ended March 31, 2024

100%
100%
100%
100%
100%
100%
100%
100%
49%
100%
100%
100%
49%
100%
100%
100%
49%
100%
100%
100%
100%
100%
100%
as at March 31, 2024
held by the Company
% ownership interest
Summary of Material Accounting Policy and Other

* Represents legal ownership as per the local laws of respective country. However, Holding Company through its subsidiaries, is holding
NA
100%
100%
100%
100%
100%
100%
100%
49%
100%
100%
100%
49%
100%
100%
100%
49%
100%
100%
100%
100%
100%
100%
as at March 31, 2023
held by the Company
% ownership interest

3(a)(i) Property, plant and equipment (‘PPE’)

(₹ in lakhs)
Gross carrying value (at cost) Accumulated depreciation/amortisation Net carrying value
Particulars Acquired through Foreign Exchange As at Foreign Exchange As at As at As at
As at April Other As at April For the
business combination Translation Disposal March 31, Translation Disposal March 31, March 31, March 31,
1, 2023 Additions 1, 2023 year
(Refer note 34(c)) Adjustments 2024 Adjustments 2024 2024 2023
a. Own assets:
Buildings 5,381 - - - - 5,381 2,672 185 - - 2,857 2,524 2,709
Computers 7,067 23 367 39 (995) 6,501 5,484 958 31 (900) 5,573 928 1,583
About
Mastek

Plant and equipment 2,460 - 286 4 (872) 1,878 2,226 103 3 (872) 1,460 418 234
Furniture and fixtures 5,020 - 223 9 (1,033) 4,219 4,785 159 8 (1,032) 3,920 299 235
Vehicles 877 - 343 1 (280) 941 553 133 1 (223) 464 477 324
Office equipment 2,220 - 315 3 (923) 1,615 2,024 133 2 (921) 1,238 377 196
Total (A) 23,025 23 1,534 56 (4,103) 20,535 17,744 1,671 45 (3,948) 15,512 5,023 5,281
b. Leased assets:
How We

Leasehold land 386 - - - - 386 323 4 - - 327 59 63

Create Value

Leasehold improvements 1,083 - 452 6 - 1,541 506 199 5 - 710 831 577
Vehicles 81 - - - - 81 70 - - - 70 11 11
Total (B) 1,550 - 452 6 - 2,008 899 203 5 - 1,107 901 651
Total (A + B) 24,575 23 1,986 62 (4,103) 22,543 18,643 1,874 50 (3,948) 16,619 5,924 5,932

3(a)(ii) Other intangible assets

Building a

Gross carrying value (at cost) Accumulated amortisation Net carrying value
Sustainable Future

Particulars Acquired through Foreign Exchange As at Foreign Exchange As at As at As at

As at April Other As at April For the
business combination Translation Disposal March 31, Translation Disposal March 31, March 31, March 31,
1, 2023 Additions 1, 2023 year
(Refer note 34(c)) Adjustments 2024 Adjustments 2024 2024 2023
Computer softwares 1,737 - 1,929 12 - 3,678 1,664 1,073 10 - 2,747 931 73
Customer contracts 4,402 580 - 64 - 5,046 2,982 1,626 47 - 4,655 391 1,420
Reports
Statutory

Customer relationships 19,169 3,397 - 263 - 22,829 5,285 3,343 68 - 8,696 14,133 13,884
Total 25,308 3,977 1,929 339 - 31,553 9,931 6,042 125 - 16,098 15,455 15,377

3(b) Right-of-use assets

Gross carrying value (at cost) Accumulated depreciation Net carrying value
Financial

Acquired through Foreign Exchange As at Foreign Exchange As at As at As at

Statements

Particulars As at April Other As at April For the

business combination Translation Disposal March 31, Translation Disposal March 31, March 31, March 31,
1, 2023 Additions 1, 2023 year
(Refer note 34(c)) Adjustments 2024 Adjustments 2024 2024 2023

Building 5,951 - 1,013 106 (553) 6,517 2,993 1,075 89 (530) 3,627 2,890 2,958
Explanatory Information as at and for the year ended March 31, 2024

Total 5,951 - 1,013 106 (553) 6,517 2,993 1,075 89 (530) 3,627 2,890 2,958
Information
Shareholder

Summary of Material Accounting Policy and Other

301
 Mastek Limited About How We Building a Statutory Financial Shareholder
302 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 303

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs)
(₹ in lakhs)

Net carrying amount

As at
March 31, March 31,
2022

2,589
2,050
76
169
357
272
5,513

67
51
16
134
5,647

As at
March 31,
2022
284
97
6,723
7,104

As at
March 31,
2022
1,137
1,137
Class of assets Facilities against which assets are pledged
Net carrying value

Net carrying value

Net carrying value

March 31, 2024 March 31, 2023
Buildings (Chennai Property) 774 829 Term loan from bank of Mastek Limited
Term loan from bank of Mastek (UK) Limited
As at

2023

2,709
1,583
234
235
324
196
5,281

63
577
11
651
5,932

As at
March 31,
2023
73
1,420
13,884
15,377

As at
March 31,
2023
2,958
2,958
Buildings (Mahape Property) 363 419 Term loan from bank of Mastek Inc.
Vehicles 11 16 Vehicle loans from bank
(iv) All the title deeds of the immovable properties are held in the name of the Group.
As at
translation Disposal March 31,
2023

17,744
2,672
5,484
2,226
4,785
553
2,024

323
506
70
899
18,643

As at
March 31,
2023
1,664
2,982
5,285
9,931

As at
March 31,
2023
2,993
2,993
(v) All the lease agreements are duly executed in favour of the Group (lessee).
(vi) Refer note 33 for disclosure on leased assets and related lease liabilities.

3(c) Goodwill
Accumulated depreciation/ amortisation

-
(378)
(10)
(27)
(37)
(31)
(483)

-
-
(17)
(17)
(500)

Disposal

-
-
-
-

Disposal

-
-
As at As at
Particulars

Accumulated depreciation
Accumulated amortisation
March 31, 2024 March 31, 2023

Carrying value at the beginning 149,758 69,801

Foreign exchange

adjustments

1
52
2
12
6
5
78

-
7
-
7
85

Foreign exchange
translation
adjustments
14
105
176
295

Foreign exchange
translation
adjustments
104
104
Evosys - Goodwill (Refer footnote (i) below) - -
MST - Goodwill (Refer note 34 (b)) - 73,108

Refer note 11 and 13 for information on assets provided as collateral or security for borrowings or finance facilities availed by the Group.
BizAnalytica - Goodwill (Refer footnote (i) below) 19,013 -
Translation differences including Adjustments 1,953 6,849
For the
year

206
1,699
68
107
133
160
2,373

4
76
5
85
2,458

For the
year

300
1,364
1,805
3,469

For the
year

792
792
Carrying value at the end 170,724 149,758
As at April
1, 2022

2,465
4,111
2,166
4,693
451
1,890
15,776

319
423
82
824
16,600

As at April
1, 2022

1,350
1,513
3,304
6,167

As at April
1, 2022

2,097
2,097
Impairment
(i) Goodwill having a carrying value of ₹ 170,724 lakhs (March 31, 2023: ₹ 149,758 Lakhs) includes Goodwill of ₹ 11,642 lakhs
(March 31, 2023: ₹ 11,478 Lakhs) on Taistech US Group which has been allocated to the Mastek US business (CGU), ₹ 63,416
As at
March 31,
2023

5,381
7,067
2,460
5,020
877
2,220
23,025

386
1,083
81
1,550
24,575

As at
March 31,
2023
1,737
4,402
19,169
25,308

As at
March 31,
2023
5,951
5,951
lakhs (March 31, 2023: ₹ 62,741 Lakhs) which has been allocated to the Evosys business (CGU), ₹ 76,653 lakhs (March 31,
2023: 75,539) which has been allocated to the MST business (CGU) and ₹ 19,013 lakhs (March 31, 2023: Nil) which has
been allocated to the BizAnalytica business (CGU). The recoverable amount has been determined using value in use. The
Disposal

-
(383)
(10)
(27)
(37)
(33)
(490)

-
-
(17)
(17)
(507)

Disposal

-
-
-
-

Disposal

-
-
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, 2% p.a and 2% p.a (March 31, 2023: 2.5% p.a, 5% p.a and 2.5% p.a) respectively, annual growth rate for periods
subsequent to the forecast period of 5 years (March 31, 2023: 5 years) and discount rate of 17.25% p.a, 16.25% p.a, 17%
Foreign exchange
translation
adjustments

1
58
3
13
6
5
86

-
7
-
7
93

Foreign exchange
translation
adjustments
13
169
717
899

Foreign exchange
translation
adjustments
218
218

p.a and 22% p.a (March 31, 2023: 16.5% p.a, 16.5% p.a and 16.5% 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
Gross carrying value (at cost)

Gross carrying value (at cost)

Gross carrying value (at cost)

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 it is carrying amount.
Other
Additions

326
1,117
225
109
95
86
1,958

-
595
-
595
2,553

Other
Additions

90
-
-
90

Other
Additions

1,129
1,129

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.
Acquired through

(Refer note 34(b))

-
business combination

114
-
63
5
-
182

7
-
7
189

Acquired through

(Refer note 34(b))

-

11,048

Acquired through

(Refer note 34(b))

business combination

2,623
8,425

business combination

1,370
1,370

Sales price Average annual growth rate over the five-year forecasted period; based on current industry
Information on PPE maintained as security by the Group.
3(a)(i) Property, plant and equipment (‘PPE’)

trends and including long-term inflation forecasts for each territory.

Budgeted gross margin Based on past performance and management's expectation for the future.
For previous year ended March 31, 2023

Other operating cost Management forecasts these costs based on the current structure of the business, adjusted for
inflationary increases but not reflecting any future restructuring or cost saving measures.
Annual capital expenditure This is based on the expected growth of business and planned refurbishment expenditure
Refer note 35 of capital commitments.
As at April
1, 2022

5,054
6,161
2,242
4,862
808
2,162
21,289

386
474
98
958
22,247

As at April
1, 2022

1,634
1,610
10,027
13,271

As at April
1, 2022

3,234
3,234
3(a)(ii) Other intangible assets

(ii) Management has identified that a reasonably possible change in weighted average cost of capital (WACC) could cause
the carrying amount to exceed the recoverable amount for Taistech US Group and MST business.
3(b) Right-of-use assets

As at March 31, 2024 As at March 31, 2023

Leasehold improvements

Particulars
Furniture and fixtures

Taistech US Group MST Business Taistech US Group MST Business

Plant and equipment

Customer relationships

Carrying amount 20,935 90,077 20,625 84,142

Office equipment

Computer softwares
Customer contracts
b. Leased assets:
Leasehold land

Recoverable amount 24,021 100,586 28,924 99,426

a. Own assets:

Computers

Excess of recoverable amount over carrying amount 3,086 10,509 8,299 15,284
Total (A)

Total (B)
Buildings

Total (A + B)
Vehicles

Vehicles

Change in WACC for recoverable amount to equal carrying amount 2.75% 1.50% 5.00% 2.00%
Particulars

Particulars

Particulars

Building

For other CGUs, there are no reasonably possible change to key assumptions that could cause the carrying amount of a CGU
Total

Total

(iii)
(ii)

to exceed its recoverable amount.

(i)
 Mastek Limited About How We Building a Statutory Financial Shareholder
304 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 305

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
Non-current assets Particulars
As at As at
March 31, 2024 March 31, 2023
3(d). Capital work-in-progress (CWIP)
(B) Fair value of investment property by an independent valuer
As at As at
Particulars
March 31, 2024 March 31, 2023
(i) Fair value of investment property - -

Projects in progress 94 666 (ii) Valuation method used by the independent valuer - -
The amounts recognised in the standalone statement of profit and loss account for:
94 666
(i) Rental income from investment property 7 227
CWIP includes cost incurred towards leasehold improvement of Mahape, Navi Mumbai building. (ii) Direct operating expenses (including repairs and maintenance) arising from investment - -
property that generated rental income during the period; and
As at As at
Particulars
March 31, 2024 March 31, 2023 (iii) Direct operating expenses (including repairs and maintenance) arising from investment - -
property that did not generate rental income during the period.
Balance at the beginning of the year 666 435
Depreciation method used SLM SLM
Add : Addition during the year 3 542
Useful lives or depreciation rates used 28 years 28 years
Less : Capitalised during the year (575) (311)
Notes:
Balance at the end of the year 94 666
(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. This property is let out for generating rental income.
CWIP ageing schedule:
(ii) The Group has no restrictions on the realisability of its investment property and no contractual obligations to purchase, construct or
As at March 31, 2024 develop investment property or for repairs, maintenance and enhancements.

Sr. Amount in CWIP for a period of

Particulars Total
No. Less than 1 year 1-2 years 2-3 years More than 3 years 4 Financial assets
i Projects in progress 3 - 9 - 12 a. Investments
ii Projects temporarily suspended* - - - 82 82
As at As at
Total 3 - 9 82 94 March 31, 2024 March 31, 2023

(A) Investment in share warrant at FVOCI (unquoted):

As at March 31, 2023 Investment in Volteo Edge, LLC* 1,655 1,241

Sr. Amount in CWIP for a period of 1,655 1,241

Particulars Total
No. Less than 1 year 1-2 years 2-3 years More than 3 years (B) Investment in bonds at amortised cost (unquoted):
i Projects in progress 542 42 - - 584 8.50% Bond with State Bank of India 53 53
ii Projects temporarily suspended* - - - 82 82 53 53
Total 542 42 - 82 666 Aggregate carrying value of quoted investments - -
* Represents approval cost incurred for obtaining permission for construction of additional area at the Company’s Mahape, Navi Mumbai Aggregate market value of quoted investments - -
property, which will be utilised on need basis in the future.
Aggregate carrying value of unquoted investments (A+B) 1,708 1,294
There is no capital-work-in progress, whose completion is overdue or has exceeded its cost compared to its original plan as at March 31, 2024 Aggregate amount of impairment in value of investments - -
and March 31, 2023.
The movement in fair value of investments carried/designated at fair value through OCI is as follows:
3(e) Investment properties As at As at
Particulars
March 31, 2024 March 31, 2023
As at As at
Particulars
March 31, 2024 March 31, 2023 Balance at the beginning of the year 1,241 -
(A) Investment property (at cost less accumulated depreciation) Additions - 1,241
Gross carrying value Net gain arising on fair value of financial assets carried at FVOCI 414 -
As at April 01 2 1,136 Balance at the end of the year 1,655 1,241
Additions - - *O
 n December 16, 2022, Mastek Inc., a wholly-owned first level step-down subsidiary of Mastek Limited, made a Simple Agreement for Future
Disposal - (1,134) Equity (“SAFE”) 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
As at March 31 2 2
Intel and ServiceNow, delivers Edge-as-a-Service or Edge-to-Service (E2S) to its customers across Manufacturing, Oil & Gas, Healthcare, Retail,
Accumulated depreciation and Infrastructure industries. The purchase consideration includes upfront payment of USD 1.50 million (approximately ₹ 1,241 lakhs).
As at April 01 2 722 The Group designated the investments shown below as equity instruments at FVOCI because these equity securities represent investments that
For the year - 18 the Group intends to hold for the long term for strategic purposes.

Disposal - (738) During the year, an independent valuation of Volteo Edge was conducted by a globally recognized valuation firm. The valuation reflected an increase
in the fair value of Volteo Edge compared to its carrying value. The difference between the carrying value and the fair value of Volteo Edge has been
As at March 31 2 2
recognised in the consolidated financial statements. This difference is routed through the Fair Value through Other Comprehensive Income (FVOCI)
Net carrying value - - in accordance with Ind AS 109. The Company continues to monitor and assess the fair value of Volteo Edge on a regular basis. Please refer note 31 on
fair value measurement in the notes to the consolidated financial statements for further details on the Company’s fair value measurement.
 Mastek Limited About How We Building a Statutory Financial Shareholder
306 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 307

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
b. Other financial assets b. Trade receivables
As at As at As at As at
Particulars Particulars
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023

Unsecured, considered good Unsecured

Trade receivables, considered good 48,973 48,391
Advances to employees 41 41
Trade receivables which have significant increase in credit risk 8,660 4,889
Security deposits 360 228 Trade receivables credit impaired 3,669 3,982
Margin money deposit* 1,432 1,921 Total 61,302 57,262
Bank deposits have remaining maturity of more than twelve months 1,412 576 Less: Allowance for expected credit loss (5,171) (6,599)
Derivatives 56,131 50,663
Dues from directors or other officers of the Company - -
Foreign exchange forward contracts 319 364
Dues from firms or private companies in which director is a partner or a director or a member - -
3,564 3,130 Includes due from related parties (Gross) [refer note 26] - -
* Margin money deposit is towards performance guarantee. Notes:
Notes (i) Trade receivables are non-interest bearing and are generally settled in 30 to 45 days.
(i) There are no repatriation restriction with regards to margin money deposit & bank deposits. (ii) Refer note 30 for information on credit risk and market risk.
(ii) Refer note 30 for information on credit risk and market risk. (iii) Refer note 11(a) and 13(a) for information on assets provided as collateral or security for borrowings or finance facilities availed by the Group.

Ageing Schedule as at March 31, 2024

5 Other non-current assets
Outstanding for following periods from due date of payment
As at As at Sr.
Particulars Particulars Current Less than 6 Months More than Total
March 31, 2024 March 31, 2023 No. Unbilled 1-2 Years 2-3 Years
but not due 6 Months to 1 year 3 Year
Prepaid expenses 54 51 i. Undisputed Trade Receivables - 12,426 22,596 13,951 - - - - 48,973
Security deposits 96 96 Considered Good
ii. Undisputed Trade Receivables – - - 5,150 2,566 944 - - 8,660
150 147 which have significant increase in
Dues from directors or other officers of the company - - credit risk
Dues from firms or private companies in which director is a partner or director or member - - iii. Undisputed Trade receivable – - - - - 1,365 1,024 400 2,789
credit impaired
iv. Disputed Trade receivables - - - - - - - - -
6 Financial assets - current considered good
a. Investments v. Disputed Trade receivables – which - - - - - - - -
have significant increase in credit risk
As at March 31, 2024 As at March 31, 2023
Particulars vi. Disputed Trade receivables – - - - 397 - 7 476 880
Units Amount Units Amount credit impaired
Investment in mutual funds at FVTPL (unquoted) Total 12,426 22,596 19,101 2,963 2,309 1,031 876 61,302
Aditya Birla Sun Life Liquid Fund - Regular - Growth 395,322 1,525 150,035 540 Less: Allowance for expected (5,171)
credit loss
ICICI Prudential Liquid Fund - Regular - Growth 502,352 1,780 353,153 1,168
56,131
ICICI Prudential Overnight Fund - Regular Plan - Growth - - 35,726 430
HDFC Liquid Fund - Regular Plan - Growth 35,863 1,685 13,897 609 Ageing Schedule as at March 31, 2023
HDFC Overnight Fund - Regular Plan - Growth - - 12,177 402 Outstanding for following periods from due date of payment
Sr.
SBI Liquid Fund - Regular Plan - Growth 31,797 1,191 17,427 609 Particulars Current but Less than 6 Months to More than Total
No. Unbilled 1-2 Years 2-3 Years
not due 6 Months 1 year 3 Year
Kotak Liquid - Regular Plan - Growth 26,683 1,291 32,467 1,467
i. Undisputed Trade Receivables - 13,215 21,167 14,002 6 - 1 - 48,391
Kotak Overnight Fund - Regular plan - Growth - - 29,533 352 Considered Good
ICICI Pru Money Market Fund - Regular Plan - Growth 58,040 201 - - ii. Undisputed Trade Receivables – - - 2,466 1,052 20 - - 3,538
which have significant increase in
Total 7,673 5,577
credit risk
Aggregate amount of quoted investments - - iii. Undisputed Trade receivable – - - - - 237 225 433 895
Aggregate amount of unquoted investments in mutual funds 7,673 5,577 credit impaired
iv. Disputed Trade receivables - - - - - - - - -
Aggregate amount of impairment in value of investments - -
considered good
Grand Total 7,673 5,577 v. Disputed Trade receivables – which - - - 1,351 - - - 1,351
Refer note 30 for information on market risk. have significant increase in credit risk
vi. Disputed Trade receivables – - - - - 1,106 536 1,445 3,087
credit impaired
Total 13,215 21,167 16,468 2,409 1,363 762 1,878 57,262
Less: Allowance for expected (6,599)
credit loss
50,663
 Mastek Limited About How We Building a Statutory Financial Shareholder
308 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 309

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
c. Cash and cash equivalents and other bank balances 8 Other current assets
As at As at As at As at
Particulars Particulars
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023

(i) Cash and cash equivalents Prepaid expenses 1,200 1,281

Balance with bank Balance with government authorities 2,921 2,856
 In current accounts 25,629 14,388 Advances to suppliers 3,724 2,532
Interest receivable on income tax refunds 185 185
 Deposits with original maturity less then three months 12,457 6,354
Research and development credit 7,017 3,794
Cash on hand 26 22
15,047 10,648
38,112 20,764
Dues from directors or other officers of the Company - -
(ii) Bank balances, other than cash and cash equivalents Dues from firms or private companies in which director is a partner or director or member - -
Bank balances in unclaimed dividend account 73 51
Bank deposits with original maturity of more than three months and less than twelve months 76 33 9 Equity share capital
Total 149 84 As at As at
Particulars
March 31, 2024 March 31, 2023
Notes:
Authorised:
(i) Refer note 30 for information on credit risk and market risk.
40,000,000 (March 31, 2023: 40,000,000) equity shares of Rs. 5 each 2,000 2,000
(ii) There are no repatriation restrictions with regards to cash and cash equivalents, and other bank balances. 2,000,000 (March 31, 2023: 2,000,000) preference shares of Rs. 100 each 2,000 2,000
4,000 4,000
d. Other financial assets - Current Issued, subscribed and fully paid up :
As at As at 30,844,311 (March 31, 2023 : 30,524,827) equity shares of Rs. 5 each fully paid 1,542 1,526
Particulars
March 31, 2024 March 31, 2023 1,542 1,526
Unsecured, considered good
(a) Reconciliation of the number of equity shares outstanding at the beginning and end of the year are as given below:
Advances to employees 260 204
As at March 31, 2024 As at March 31, 2023
Security deposit 240 355
Particulars No. of shares No. of shares
Margin money deposit* 2 2 Amount Amount
(absolute) (absolute)
Rent receivables - 2 Equity shares
Receivable for reimbursement of expenses 38 14 Balance as at the beginning of the year 30,524,827 1,526 30,018,021 1,501
Bank deposits have remaining maturity of less than twelve months - 7 Add: On account of exercise of employee stock option plans 159,542 8 186,054 9
Receivables from owners of BizAnalytica Solutions LLC 502 - Add: Issue of share pursuant to acquisition of non controlling interest in Mastek 159,942 8 320,752 16
Enterprise Solutions Private Limited (Formerly known as Trans American
Other receivables 446 24 Information Systems Private Limited) (Refer note 34(a))
Derivatives Balance as at the end of the year 30,844,311 1,542 30,524,827 1,526
Foreign exchange forward contracts 460 596
1,948 1,204 (b) Rights, preferences and restrictions attached to equity shares
* Margin money deposit is towards bid bonds and performance guarantee The Company has one class of equity shares having a face value of ₹ 5 per share. Each shareholder is eligible for one
Notes: vote per share held. The dividend proposed by the Board of Directors of the Company is subject to the approval of the
(i) Refer note 30 for information on credit risk and market risk. shareholders at the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation,
(ii) There are no repatriation restrictions with regards to margin money deposit.
the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential
(iii) Other receivables majorly includes receivables on account of acquisition of BizAnalytica Solutions LLC.
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

7 Contract assets
As at March 31, 2024 As at March 31, 2023
% change during
As at As at Shares held by promoters No. of shares No. of shares
Particulars % of holding % of holding the year*
March 31, 2024 March 31, 2023 (absolute) (absolute)

Unsecured Ashank Desai 3,384,167 10.97% 3,384,167 11.09% 0.00%

Ketan Mehta 2,244,100 7.28% 2,274,100 7.45% (1.32%)
Contract assets, considered good (undisputed) 35,284 35,080
Girija Ram 1,753,280 5.68% 1,753,280 5.74% 0.00%
Contract assets which have significant increase in credit risk - -
Radhakrishnan Sundar 1,340,800 4.35% 1,340,800 4.39% 0.00%
Contract assets credit impaired (undisputed) 2,014
Total 37,298 35,080 As at March 31, 2023 As at March 31, 2022
% change during
Shares held by promoters No. of shares No. of shares
Less: Allowance for doubtful contract assets (2,014) - % of holding % of holding the year*
(absolute) (absolute)
Total Contract assets 35,284 35,080 Ashank Desai 3,384,167 11.09% 3,363,328 11.20% 0.62%
Dues from directors or other officers of the company - - Ketan Mehta 2,274,100 7.45% 2,274,100 7.60% 0.00%
Girija Ram 1,753,280 5.74% 1,753,280 5.80% 0.00%
Dues from firms or private companies in which director is a partner or director or member - -
Radhakrishnan Sundar 1,340,800 4.39% 1,340,800 4.50% 0.00%
Refer note 16 for movement in contract assets.
*C
 hange 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 over the period.
 Mastek Limited About How We Building a Statutory Financial Shareholder
310 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 311

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
(d) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company 9.1 Other Instruments - Step down subsidiary:
As at March 31, 2024 As at March 31, 2023 0.001% Compulsory Convertible Preference Shares (‘CCPS’) issued by Mastek Enterprise Solutions Private Limited (‘MESPL’)
Particulars
No. of shares % of holding No. of shares % of holding (formerly known as Trans American Information Systems Private Limited)
Ashank Desai 3,384,167 10.97% 3,384,167 11.09%
As at March 31, 2024 As at March 31, 2023
Ketan Mehta 2,244,100 7.28% 2,274,100 7.45% Particulars
No. of shares Amount No. of shares Amount
Girija Ram 1,753,280 5.68% 1,753,280 5.74% At the beginning of the year 50,000 0.50 100,000 1.00
Umang Tejkaran Nahata 1,699,218 5.51% 1,655,840 5.42% Add: CCPS issued during the year (Face Value Rs. 10 each) - - - -
Smallcap World Fund, INC 2,448,446 7.94% 2,403,500 7.87% CCPS Split- from face value of Rs. 10 to Re. 1 - - - -
CCPS bought out during the year (50,000) (0.50) (50,000) (0.50)
Note: As per records of the Company, including its register of shareholders/members and other declarations received from the shareholders Balance as at the end of the year (Face Value Re. 1 each) - - 50,000 0.50
regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.
Pursuant to the approved Scheme of Arrangement by NCLT (also refer Note 34(a)), on September 14, 2021, the MESPL Board
(e) Shares reserved for issue under options 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,
As at March 31, 2024 As at March 31, 2023
in terms of the approval given by the Equity Shareholders through the Extra-Ordinary General Meeting held on November
Particulars Number Number
(in absolute)
Amount
(in absolute)
Amount 12, 2021. This resulted in the increase in number of CCPS to 150,000. Mastek Limited bought out the Third tranche of 50,000
CCPS (March 31, 2023 second tranche of 50,000 CCPS) (refer note 10.1) during the year from the CCPS holders (in terms of
Number of shares to be issued under the employee stock 399,867 213 509,883 317
option plans (Refer note 32) the Share Holders Agreement dated February 8, 2020 - also refer Note 34(a)) during the year.

10 Other equity
Year of conversion of convertible securities
As at As at
Particulars
Particulars Year of conversion Number of events of conversion during the year March 31, 2024 March 31, 2023
Plan VI 2026-27 1 (a) Capital reserve 21 21
2025-26 1 Any profit or loss on purchase, sale, issue or cancellation of the company's own equity
instrument is transferred to capital reserve
2024-25 2
(b) Capital redemption reserve 1,539 1,539
Plan VII 2031-32 4
Non-distributable reserve into which amounts are transferred following the redemption or
2030-31 6 purchase of a Company's own shares
2029-30 8 (c) Securities premium 43,949 39,450
2028-29 10 Amount received (on issue of shares) in excess of the face value has been classified as
2027-28 8 securities premium
(d) Share options outstanding account (net of taxes) 2,209 1,524
2026-27 7
The share option outstanding account is used to record the value of equity-settled share
2025-26 6
based payment transactions with employees. The amounts recorded in this account are
2024-25 4 transferred to securities premium upon exercise of stock options by employees. In case of
forfeiture, corresponding balance is transferred to general reserve.
Includes both vested as well as unvested options and year of conversion represents last year of exercise under ESOP scheme. (e) General reserve 420 384
However, vested options can be exercised on or before the last exercise date for each tranche. This represents appropriation of profit by the company
(f) Retained earnings 149,952 171,196
(f) Shares issued for consideration other than cash during the period of five years immediately preceding the Retained earnings comprises of the prior year's undistributed earning/(losses) after taxes
reporting date increased/(decreased) by undistributed profits/(losses) for the year
(g) Foreign currency translation reserve 8,096 5,844
As at As at
March 31, 2024 March 31, 2023 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
Number of shares issued for acquisition (Refer note 34(a)) 4,970,743 4,810,801 are recognized directly in OCI and accumulated in the foreign currency translation reserve
(h) Other items of OCI 1,013 1,287
(g) Aggregate number of bonus shares issued or buy back of shares during the period of five years immediately Other items of OCI consist of FVOCI financial assets and financial liabilities and
preceding the reporting date remeasurement of defined benefit plans
(i) Put option written on Non-Controlling Interest (Refer note 34(a)) - (54,430)
The Company has neither issued bonus shares nor there has been any buy back of shares during five years immediately
Represents put option written by the Holding Company on Non-Controlling Interest in MESPL
preceding March 31, 2024. pursuant to Demerger Co-operation Agreement (DCA) and Shareholders Agreement
Other equity 207,199 166,815
Company does not have a holding company or ultimate holding company. Accordingly, disclosure related to shares held
(h)  (j) Non-Controlling Interest (Refer note 10.1) - 9,110
by holding company or ultimate holding company or subsidiary/associate of such companies is not applicable. 207,199 175,925
 Mastek Limited About How We Building a Statutory Financial Shareholder
312 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 313

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
10.1 Reconciliation/movement of balances in Non-controlling Interest (e) (i) Vehicle loans are secured by hypothecation of assets (vehicles) purchased thereagainst.
Repayment terms: Monthly payment of equated monthly instalments beginning from the month subsequent to taking the loan
As at As at
Particulars
March 31, 2024 March 31, 2023
along with interest at 7.10% - 9.35% p.a. (March 31, 2023: 7.10% - 9.35% p.a.). Vehicle loans are repayable in 1 to 60 instalments from
March 31, 2024 (March 31, 2023: 1 to 60 instalments).
Balance as at beginning of the year 9,110 15,034
(f) (i) Secured by floating charges on Receivables of Mastek (UK) Ltd and their proceeds.
Acquisition of proportionate preference share* (9,110) (4,425)
Share in profit for the year 1,068 1,726 (ii) Secured by corporate guarantee of GBP 6.56 million given by the Company.
Profit for the year transferred to retained earnings on account of acquisition of non-controlling interest (1,068) (3,619) (g) Refer note 30 for liquidity risk and market risk.
Share in OCI 103 39 (h) There was no default in repayment of borrowings and interest thereon during current and previous year.
OCI transferred on account of acquisition of non-controlling interest (103) 355 (i) Borrowings were applied for the purpose for which they were availed
- 9,110 (j) Cash flow changes in liabilities arising from financing activities are given in the table below.
* 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. Cash flows arising from financing activities
Particulars Lease liabilities Borrowings
10.2 Distributions made and proposed
As at April 1, 2022 1,257 19,026
The Board of Directors of the Company at its meeting held on January 18, 2024 had declared an interim dividend of 140% Proceeds from long term borrowings - 24,498
(₹ 7 per equity share of par value of ₹ 5 each). This has resulted in cash outflow of ₹ 2,147 lakhs. Further, the Board of
Repayments of long term borrowings - (7,082)
Directors of the Company at its meeting held on April 26, 2024 have recommended a final dividend of 240% (₹ 12 per equity
Payment of lease liabilities including interest (977) -
share of par value of ₹ 5 each), which is subject to approval by the shareholders of the Company at ensuing Annual General
Meeting. The maximum cash outflow will be ₹ 3,701 lakhs. Proposed dividend on equity shares is not recognised as a liability Non cash movement: additions to lease liabilities and unwinding of interest 2,725 -
as at March 31, 2024. Dividend declared by the Company is based on profit available for distribution. Foreign Exchange Translation Adjustments 251 725
As at March 31, 2023 3,256 37,167
For previous year Proceeds from long term borrowings - 18,413
The Board of Directors of the Company at its meeting held on January 17, 2023 had declared an interim dividend of 140% Repayments of long term borrowings - (8,082)
(₹ 7 per equity share of par value of ₹ 5 each). This had resulted in cash outflow of ₹ 2,129 lakhs. Further, the Board of Payment of lease liabilities including interest (1,447) -
Directors of the Company at its meeting held on April 19, 2023 had recommended a final dividend of 240% (₹ 12 per equity
Non cash movement: additions to lease liabilities and unwinding of interest 1,261 -
share of par value of ₹ 5 each), which was approved by the shareholders of the Company at ensuing Annual General Meeting.
Foreign Exchange Translation Adjustments 171 1,157
The cash outflow was ₹ 3,663 lakhs. Proposed dividend on equity shares was not recognised as a liability as at March 31,
2023. Dividend declared by the Company was based on profit available for distribution. As at March 31, 2024 3,241 48,655

11 Financial liabilities - Non-current b. Lease liabilities

a. Borrowings Particulars
As at As at
March 31, 2024 March 31, 2023
As at As at
Particulars
March 31, 2024 March 31, 2023 Lease liabilities (Refer note 33) 2,155 2,249
Secured 2,155 2,249
Term loan from Citi bank NA US Loan (Refer note (a) and (b) below) 27,007 21,570 Note:
Term loan from Citi Bank India (Refer note (c) below) 3,936 -
Refer note 30 for liquidity risk and market risk.
Term loan from Citi bank NA (Refer note (d) below) - 5,082
Vehicle loans from bank (Refer note (e) below) 387 252
31,330 26,904 c. Other financial liabilities
As at As at
Particulars
Number of instalments March 31, 2024 March 31, 2023
Nature of security outstanding as at Rate of interest Amount (₹ Lakhs)
balance sheet date Security and other trade deposit 31 37
(a) (i) Secured by corporate guarantee of USD 32 million given by 8 half yearly SOFR + 190 Basis points: March 31, 2024: 24,187 Contingent Consideration payable (Refer note 34) 9,850 27,580
the Company. Instalments 6.7% - 7.3% p.a. as at year end March 31, 2023: 24,651
9,881 27,617
(ii) Secured by mortgage of Mahape property: A-7, Sector-I, (March 31, 2023: 3.8% - 6.1% p.a.)
Mastek Millennium Centre, Millennium Business park 2, Note:
TTC Industrial Area, Shil Phata-Mahape Road, Mahape,
Refer note 30 for liquidity risk and market risk.
Navi Mumbai - 400710
(b) (i) Secured by corporate guarantee of USD 23.9 million given 8 half yearly SOFR + 150 Basis points March 31, 2024: 13,945
by the Company. Instalments 6.3% - 6.9% p.a as at year end March 31, 2023: Nil 12 Provisions
(March 31, 2023: NA)
(c) (i) Secured by first charge on immovable property at 8 half yearly 3 months T-Bill + 2.7% p.a March 31, 2024: 4,500 As at As at
Particulars
March 31, 2024 March 31, 2023
Mahindra World City, Chengalpet, Chennai. Instalments 7.62% - 8.04% p.a as at year end March 31, 2023: Nil
(March 31, 2023: NA) Provision for employee benefits
(d) (i) Secured by floating charges on Receivables of Mastek (UK) 2 half yearly SONIA + 190 basis points March 31, 2024: 5,252
Provision for gratuity (Refer note 24(a)) 3,234 2,586
Ltd and their proceeds instalments 6.08% - 7.09% p.a as at year end March 31, 2023: 10,165
(ii) Secured by mortgage of Chennai property of Mastek Limited (March 31, 2023: 2.8% - 5.6% p.a) Provision for other defined benefits (Refer note 24(b)) 774 771
(iii) Secured by corporate guarantee of GBP 28 million given by 4,008 3,357
the Company.
 Mastek Limited About How We Building a Statutory Financial Shareholder
314 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 315

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
13. Financial liabilities - Current Ageing Schedule as at March 31, 2023
a. Borrowings Outstanding for following periods from date of payment
Sr.
Particulars Unbilled Less than More than Total
As at As at No. 1-2 Years 2-3 Years
Particulars dues 1 year 3 years
March 31, 2024 March 31, 2023

Secured: i. Total outstanding dues of MSME - - - - - -

Current maturities of loan from Citi bank NA US Loan (Refer note 11 (a) and 11 (b), for security) 11,343 3,100 ii. Total outstanding dues of creditors other than MSME 15,708 2,164 377 8 26 18,283

Current maturities of loan from Citi bank India (Refer note 11 (c), for security) 593 - iii. Disputed dues of MSME - - - - - -

Current maturities of loan from Citi bank NA (Refer note 11 (d), for security) 5,265 5,107 iv. Disputed dues of creditors other than MSME - - - 11 - 11

Current maturities of vehicle loans from bank (Secured) (Refer note 11 (e, for security) 124 104 Total 15,708 2,164 377 19 26 18,294

Current maturities of long-term loan from Standard Chartered bank (Refer note 11 (f), for security) - 1,952
17,325 10,263 d. Other financial liabilities

Notes: As at As at
Particulars
March 31, 2024 March 31, 2023
(i) The Company has, during the year ended March 31, 2024, availed/renewed certain working capital facility from banks against which the
security has been created on trade receivables and contract assets. The Company has not utilised the facility and hence, no amount is Payable on business acquisition (Refer note 29 and 34) 2,665 12,547
outstanding against the same as at March 31, 2024 (March 31, 2023 - ₹ Nil). The said working capital facility remains unutilised/undrawn, Unclaimed dividends (Refer note (i) below) 65 52
thus the Company is not required to file any quarterly return or statement with such banks.
Security and other deposit 2 -
(ii) Refer note 30 for liquidity risk and market risk.
Contingent Consideration payable (Refer note 34) 28,947 -
b. Lease liabilities Capital creditors 607 78

As at As at Other payables
Particulars
March 31, 2024 March 31, 2023
Employee benefits payable 13,355 7,644
Lease liabilities (Refer note 33) 1,086 1,007 Other than supplier 255 -
1,086 1,007 45,896 20,321
Note:
Notes:
Refer note 30 for liquidity risk and market risk.
(i) There is no amount due to be transferred to Investor Education and Protection Fund under section 125 of the Act as at March 31, 2024.
(March 31, 2023 - ₹ Nil)
c. Trade payables (ii) Refer note 30 for liquidity risk and market risk.
As at As at
Particulars
March 31, 2024 March 31, 2023
14 Other current liabilities
Total outstanding dues of micro enterprises and small enterprises (Refer footnotes 2 and 3) - -
As at As at
Total outstanding dues of creditors other than micro enterprises and small enterprises 6,142 2,586 Particulars
March 31, 2024 March 31, 2023
Accrued expenses 15,899 15,708 Advances received from customers 235 98
22,041 18,294 Statutory dues 8,908 8,125
Notes: 9,143 8,223
(i) Trade payables are non-interest bearing and are generally settled in 30 to 60 days.
(ii) The Group did not have dues to micro enterprises and small enterprises registered under Micro, Small and Medium Enterprises Development 15 Provisions
Act, 2006 (‘MSMED Act’) as at beginning and end of the year. Also, all the payment to MSME during the current and previous year was made
within the statutory deadline under MSMED Act and there was no overdue amount at any point during the current and previous year. As at As at
Particulars
March 31, 2024 March 31, 2023
(iii) Above disclosure on MSME is based on the information available with the Group regarding the status of registration of such vendors under
the said act, as per the intimation received from them on requests made by the Group. Provision for employee benefits
Provision for Gratuity (Refer Note 24(a)) 130 112
Ageing Schedule as at March 31, 2024 Provision for other defined benefits (Refer Note 24(b)) 69 71

Outstanding for following periods from date of payment

Provision for leave entitlement* 2,963 3,034
Sr.
No.
Particulars Unbilled Less than More than Total Other Provision
1-2 Years 2-3 Years
dues 1 year 3 years
Provision for cost overrun on contracts** 57 107
i. Total outstanding dues of MSME - - - - - - 3,219 3,324
ii. Total outstanding dues of creditors other than MSME 15,899 2,912 817 856 1,557 22,041
iii. Disputed dues of MSME - - - - - -
iv. Disputed dues of creditors other than MSME - - - - - -
Total 15,899 2,912 817 856 1,557 22,041
 Mastek Limited About How We Building a Statutory Financial Shareholder
316 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 317

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
* Movement in provision for leave entitlement. (iii) Timing of revenue recognition
As at As at For the year ended For the year ended
Particulars Particulars
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023

Opening provision at the beginning of the year 3,034 2,414 Transferred at a point in time 127,697 123,307
Transferred over a period of time 177,782 133,032
Created during the year 340 837
305,479 256,339
Paid during the year (435) (268)
Notes:
Foreign Exchange Translation Adjustments 24 51
(i) The above figures have been extracted from MIS generated report, to compute Time & Material and Fix Bid Revenue.
Closing provision at the end of the year 2,963 3,034
(ii) Group does not have any significant obligations for returns and refunds.
The provision for leave entitlement is presented as current since the Group does not have an unconditional right to defer settlement for this (iii) Contracts do not have a significant financing component and contracts do not have element of variable consideration.
obligation. However, based on past experience, the Group does not expect all employees to take the full amount of accrued leave or require
payment within the next 12 months. (iv) Remaining performance obligation
** Movement in provision for cost overrun on contracts. As of March 31, 2024, the aggregate amount of transaction price allocated to remaining performance obligations, was
₹ 174,323 lakhs (March 31, 2023: ₹ 133,872 lakhs) of which approximately 91% (March 31, 2023 - 88%) is expected to be
As at As at
Particulars recognized as revenues within one year.
March 31, 2024 March 31, 2023

Carrying amount at the beginning of the year 107 251 (v) Changes in contract assets
Unused amount reversed during the year (50) (144)
For the year ended For the year ended
Particulars
Balance as at end of the year 57 107 March 31, 2024 March 31, 2023
Balance at the beginning of the year 35,080 20,181
It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above, pending Invoices raised that were included in the contract assets balance at the beginning of the year (25,912) (13,921)
occurrence of the default event or resolution of respective proceedings. Also, the Company does not expect any Increase due to revenue recognised during the year, excluding amounts billed during the year 27,488 27,095
reimbursements in respect of the above liability. Translation exchange difference (1,372) 1,725
Balance at the end of the year 35,284 35,080
16 Revenue from operations
For the year ended For the year ended
(vi) Changes in contract liabilities
Particulars
March 31, 2024 March 31, 2023 For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023
Sale of service
Balance at the beginning of the year 5,927 6,256
Information technology services 304,924 255,820
Revenue recognised that was included in the contract liabilities balance at the beginning of the year (3,787) (5,412)
Other operating revenue* 555 519 Increase due to invoicing during the year, excluding amounts recognised as revenue during the year 5,375 4,882
305,479 256,339 Translation exchange difference (166) 201
* Other operating revenue includes cross charges to clients. Balance at the end of the year 7,349 5,927

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 (vii) Reconciliation between contract price and revenue from contracts with customers
affected by industry, market and other economic factors. For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023

(i) Revenue by geography Contract Price 304,057 256,668

Adjustments for:
For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 Contract liabilities (net) 1,422 (329)
Revenue from contracts with customers 305,479 256,339
United Kingdom 173,949 158,761
North America 82,936 62,576
(viii) Performance obligation
AMEA* 48,594 35,002
(a) Fixed price contracts: Revenue is recognised in accordance with the methods prescribed for measuring progress i.e.
305,479 256,339
percentage of completion method. Percentage of completion is determined based on project costs incurred to date as a
* AMEA includes Middle east region, South-east Asia, India, Singapore and Australia. percentage of total estimated project costs required to complete the project. The cost expended (or input) method has
been used to measure progress towards completion as there is a direct relationship between input and productivity.
(ii) Revenue by service line
(b) Time and material contracts: Revenues relating to time and material contracts are recognised as the related
Particulars
For the year ended For the year ended services are rendered.
March 31, 2024 March 31, 2023

Digital & Application Engineering 135,287 111,071 (c) IT support and maintenance: Contracts related to maintenance and support services are either fixed price or
Oracle Cloud & Enterprise Apps 94,454 81,619 time and material. In these contracts, the performance obligations are satisfied, and revenues are recognised,
over time as the services are provided. Revenue from maintenance contracts is recognised ratably over the period
Digital Commerce & Experience 53,608 46,263
of the contract because the Company transfers the control evenly by providing standard services.
Data, Automation and AI 22,130 17,386
305,479 256,339 (d) Other operating revenue: It includes revenue arising from Group’s ancillary revenue-generating activities.
Revenue from these activities are recorded only when Group is reasonably certain of such income.
 Mastek Limited About How We Building a Statutory Financial Shareholder
318 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 319

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
17 Other income 21 Other expenses
For the year ended For the year ended For the year ended For the year ended
Particulars Particulars
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023

Interest income Recruitment and training expenses 1,625 1,866

Travelling and conveyance 8,324 6,788
- On bank deposits 198 112
Communication charges 551 580
- On income tax refunds 46 4 Electricity 284 261
- On others 4 33 Consultancy and sub-contracting charges 58,425 52,411
Profit on sale of current investments (net) 345 420 Purchase of hardware and software 1,788 586
Investment at FVTPL - net change in fair value 43 57 Repairs
Buildings 618 557
Rental income 340 438
Others 2,462 2,138
Profit on sale of property, plant and equipment (net) 43 37 Insurance 830 648
Net gain on foreign currency transactions and translation* 453 2,597 Printing and stationery 54 39
Other non-operating income# 129 131 Legal and professional fees 5,111 1,340
Rent (Refer note 33) 774 920
1,601 3,829
Advertisement and publicity 953 954
* Includes ₹ 494 Lakhs on account of Cash flow hedges - ineffective portion of changes in fair value (March 31, 2023: Nil) Allowance for expected credit loss (net) 1,263 2,276
# Other non operating income includes incentive from Oracle corporation and scrap sales Bad debts written off 1,686 272
Hire Charges 76 39
18 Employee benefits expenses
Donation (Refer note 26) 104 115
Particulars
For the year ended For the year ended Corporate social responsibility expenditure (Refer note 26) 266 172
March 31, 2024 March 31, 2023
Miscellaneous expenses, net 2,327 1,117
Salaries and wages 151,751 125,191 87,521 73,079
Contribution to provident fund and other funds (Refer note 24(d)) 9,663 7,824
Employee stock compensation expenses (equity settled) 895 559 22 Exceptional Items - (loss)/gain, net
Staff welfare expense 4,782 4,101 For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023
167,091 137,675
a. Legal and professional cost on acquisition (411) (1,745)
19 Finance costs b. Net profit on sale of Investment property - 4,277

For the year ended For the year ended

Total (411) 2,532
Particulars
March 31, 2024 March 31, 2023

Interest on borrowings 3,097 1,536 23 Earnings Per Share (EPS)

Interest expense on lease liabilities (Refer note 33) 223 144 Basic EPS is calculated by dividing the net profit or loss for the period attributable to equity shareholders of the Company
Bank charges 191 31 by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted EPS,
the net profit or loss for the period attributable to equity shareholders of the Company and the weighted average number of
Unwinding of discount on security deposit - 7
shares outstanding during the period, are adjusted for the effects of all dilutive potential equity shares.
Unwinding of discount on contingent consideration 936 754
For the year ended For the year ended
4,447 2,472 Particulars
March 31, 2024 March 31, 2023
The components of basic and diluted earnings per share are as follows:
20 Depreciation and amortisation expenses (a) Profit attributable to equity shareholders of the parent entity (basic) 30,029 29,301
(b) Weighted average number (in absolute) of equity shares (basic)
For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023  Opening balance 30,524,827 30,018,021
Depreciation/ amortisation on property, plant and equipment (Refer note 3(a)(i)) 1,874 2,458  Effect of share options exercised 96,103 52,956
Effect of share issued on conversion of CCPS (refer note 9) 17,917 65,029
Depreciation on right-of-use assets (Refer note 3(b)) 1,075 792
 Weighted average number of equity shares for the year 30,638,847 30,136,006
Depreciation on investment properties (Refer note 3(e)) - 18 (c) Basic earnings per share (in ₹) 98.01 97.23
Amortisation on other intangible assets (Refer note 3(a)(ii)) 6,042 3,469 (d) Profit attributable to equity shareholders of the parent entity (diluted) 30,029 29,301
8,991 6,737 (e) Weighted average number (in absolute) of equity shares (diluted)
 Weighted average number of equity shares (basic) 30,638,847 30,136,006
 Effect of share options on issue 238,437 544,548
 Weighted average number of equity shares for the year 30,877,283 30,680,554
(f) Diluted earnings per share (in ₹) 97.25 95.53
(g) Nominal value of each share (in ₹) 5 5
Note:
The average market value of the Company’s shares for the purpose of calculating the dilutive effect of share options was based on quoted
market prices for the year during which the options were outstanding.
 Mastek Limited About How We Building a Statutory Financial Shareholder
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Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
24 Employee benefit plans The following table sets out the status of gratuity plan
(a) Defined benefit plans Particulars
As at As at
March 31, 2024 March 31, 2023
Amount recognised in the consolidated statement of profit and loss in respect of gratuity cost (defined benefit plan -
Obligation at the beginning of the year 4,107 3,517
partially funded) is as follows:
Add: Balance transferred on account of acquisition - 319
For the year ended For the year ended Current service cost 773 685
Particulars
March 31, 2024 March 31, 2023
Interest cost 287 241
Gratuity cost Actuarial loss/(gain)- due to change in financial assumptions 73 (161)
Service cost 773 685 Actuarial loss - due to change in experience 175 21
Net interest cost 188 141 Benefits paid (693) (515)
Net gratuity cost 961 826 Obligation at the end of the year 4,722 4,107
Net actuarial (loss)/ gain recognised in OCI (265) 136 Change in plan assets
Amount shown as liability in the Consolidated Balance Sheet Plan assets at the beginning of the year, at fair value 1,409 1,538
Employer contribution 560 290
Non current (Refer note 12) 3,234 2,586
Interest income on plan assets 99 100
Current (Refer note 15) 130 112
Remeasurement on plan assets less interest on plan assets (17) (4)
Total 3,364 2,698
Benefits paid (693) (515)
Plan assets at the end of the year, at fair value 1,358 1,409
Demographic assumptions used:
The experience adjustments, meaning difference between changes in plan assets and obligations expected on the basis of
For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 actuarial assumption and actual changes in those assets and obligations are as follows:
Discount rate (in %) 7.2-7.3% 6.7-7.55% As at As at
Particulars
March 31, 2024 March 31, 2023
Salary escalation (in %) 6-10% 6-10%
Experience adjustment on plan liabilities - (loss) (175) (21)
Retirement age (in years) 58 - 60 Years 60 Years
Financial adjustment on plan liabilities - (loss)/gain (73) 161
Mortality rate Indian Assured Indian Assured Experience adjustment on plan assets - (loss) (17) (4)
Lives Mortality Lives Mortality
(2012-14) (2012-14)
Average future service (in years) 5.78 years 5.58 years Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions
Average future service (in years) constant, would have affected the defined benefit obligation by the amounts shown below:

Attrition rate (in %) As at March 31, 2024 As at March 31, 2023

Particulars
For the year ended For the year ended Increase Decrease Increase Decrease
Age (Years)
March 31, 2024 March 31, 2023
Discount Rate (50 bps) (191) 206 (158) 186
21-30 10-21% 10-21% Salary Growth (50 bps) 183 (175) 165 (144)
31-40 5-20% 5-15%
The sensitivity analysis is based on a change in one assumption while not changing all other assumptions. This analysis
41-50 3-20% 3-17%
may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in the
51-59 2-20% 2-10%
assumptions would occur in isolation of another since some of the assumptions may be co-related. The possible change on
These assumptions were developed by the management with the assistance of independent actuarial appraiser. Discount account of change in attrition rate is not material.
factors are determined close to each year end by reference to government bonds of relevant economic markets and
that have terms to maturity approximating to the terms of the related obligation. Other assumptions are based on Maturity profile of defined benefit obligation (undiscounted):
management’s historical experience. The estimates of future salary increases, considered in actuarial valuation, takes into As at As at
Particulars
March 31, 2024 March 31, 2023
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 1 year 550 489
investments of the fund during the estimated term of the obligations. 2 year 499 451
3 year 517 436
4 year 548 435
5 year 484 452
6 year 448 390
7 year 483 364
8 year 392 399
9 year 387 319
10 years and beyond 5,646 5,305
 Mastek Limited About How We Building a Statutory Financial Shareholder
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Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
Risk: Mortality Rate
Factor Impact Rates (p.a.)
Age (Years)
Discount rate Reduction in discount rate in subsequent valuations can increase the obligation. March 31, 2024 March 31, 2023

Salary escalation Actual salary increases will increase the obligation. Increase in salary increase rate assumption in future 18 0.00075 0.00075
valuations will also increase the obligation. 23 0.00075 0.00075
Mortality and disability Actual deaths and disability cases proving lower or higher than assumed in the valuation can impact the obligation. 28 0.00075 0.00075
Withdrawals Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at 33 0.00075 0.00075
subsequent valuations can impact the obligation.
38 0.00075 0.00075
Plan is governed by the Payment of Gratuity Act, 1972 (‘Gratuity Act’). Under the Gratuity Act, employees are entitled to 43 0.00075 0.00075
specific benefit at the time of retirement or termination of the employment on completion of five years or death while in 48 0.00150 0.00150
employment. The level of benefit provided depends on the member’s length of service and salary at the time of death/ 53 0.00300 0.00300
retirement/termination age.
58 0.00300 0.00525
Notes:
(i) The Company has setup an income tax approved irrevocable trust fund to finance the plan liability. The trustees of the trust fund are
These assumptions were developed by the management with the assistance of independent actuarial appraiser.
responsible for the overall governance of the plan. Expected contribution to the Fund in FY 2024-25 is ₹ 230 lakhs (FY 2023-24 - ₹ 250 lakhs). Discount factors are determined close to each year end by reference to government bonds of relevant economic
(ii) Plan assets are investment in unquoted insurer managed funds (100%) for current and previous year. markets and that have terms to maturity approximating to the terms of the related obligation. Other assumptions
are based on management’s historical experience. The estimates of future salary increases, considered in actuarial
(b) Other benefit plans in foreign jurisdiction 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
Amount recognised in the consolidated statement of profit and loss in respect of gratuity cost (other benefit plan) is
term rate of return expected on investments of the fund during the estimated term of the obligations.
as follows:
Mortality rate is considered as per the published rates under the Saudi Arabia mortality. Mortality and attrition rate
For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023 was same for the year ended March 31,2023.
Gratuity cost The following table sets out the status of gratuity plan
Service cost 246 269
As at As at
Net interest cost 42 34 Particulars
March 31, 2024 March 31, 2023
Net gratuity cost 288 303 Obligation at the beginning of the year 842 856
Net actuarial gain recognised in OCI (61) 268 Add: Balance transferred on account of acquisition
Current service cost 246 269
Amount shown as liability in the Consolidated Balance Sheet
Interest cost 42 34
Non current 774 771
Actuarial (gain) - due to change in financial assumptions (5) (112)
Current 69 71
Actuarial (gain) - due to change in experience (57) (156)
Total 843 842
Benefits paid (238) (121)
Add: Foreign exchange translation adjustments 13 72
Demographic assumptions used:
Obligation at the end of the year 843 842
For the year ended For the year ended
Particulars Change in plan assets
March 31, 2024 March 31, 2023

Discount rate (in %) 5.42% 5.35% Employer contribution 238 121

Salary escalation (in %) 4% 4% Benefits paid (238) (121)
Retirement age (in years) 60 Years 60 Years Plan assets at the end of the year, at fair value - -
Mortality Rate Saudi Arabia Saudi Arabia
mortality rate mortality rate
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:
Leaving services (in %) 10% 10%
As at As at
Particulars
March 31, 2024 March 31, 2023
Experience adjustment on plan liabilities - gain/(loss) 57 156
Financial adjustment on plan liabilities - gain/(loss) 5 112
 Mastek Limited About How We Building a Statutory Financial Shareholder
324 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 325

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
Sensitivity analysis 25 Income taxes
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other (a) Income tax expense/(credit) in the consolidated statement of profit and loss consists of:
assumptions constant, would have affected the defined benefit obligation by the amounts shown below: For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023
As at March 31, 2024 As at March 31, 2023 Current tax 12,404 14,408
Particulars Increase Decrease Increase Decrease Deferred tax* 855 (3,355)
Discount Rate (50 bps) (33) 35 (32) 37 Current tax adjustments relating to earlier years** (5,737) 657
Salary Growth (50 bps) 35 (33) 37 (33) Income tax expense recognised in profit or loss 7,522 11,710

Deferred tax expense recognised in OCI 193 237

The sensitivity analysis is based on a change in one assumption while not changing all other assumptions. This analysis
Defined benefit obligation 93 48
may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in the
Loss on change in fair value of forward contracts designated as cash flow hedges 221 (209)
assumptions would occur in isolation of another since some of the assumptions may be co-related.
Loss on change in fair value of financial instruments (121) (76)

Maturity profile of defined benefit obligation: Out of above deferred tax expense,
The amount of deferred tax expense relating to the origination and reversal of temporary (1,799) (3,060)
As at As at
Particulars
March 31, 2024 March 31, 2023
differences
The amount of deferred tax expense/(income) relating to changes in tax rates 60 (21)
1 Year 68 71
The amount of deferred tax expense/(income) relating to recognition of previously unrecognised (1,458) -
2 Year 68 75 tax losses
3 Year 79 68 The amount of deferred tax expense/(income) relating to recognition of previously unrecognised 4,245 (37)
(Derecognition of previously recognised) deductible temporary differences
4 Year 66 74
*During the year ended March 31, 2024, the management of the Company has decided to opt for new tax rate regime as per Section 115BAA
5 Year 63 64
of the Income-tax Act, 1961, effective FY 2022-23. As per provisions of Section 115BAA, the Company on shifting to new tax regime will be
6 Year 61 60 taxed at a lower rate and would not be required to pay Minimum Alternate Tax (MAT) and, as a consequence, no longer claim MAT credits.
7 Year 56 57 Accordingly, deferred tax adjustments during the year ended March 31, 2024, primarily include reversal of deferred tax asset (towards MAT
credit) amounting to ₹ 2,840 lakhs and remeasurement of other opening deferred tax balances, based on the new tax rate.
8 Year 54 54
In view of the same, adjustment (reversal) was also required to the provision recognised for the year ended March 31, 2023, at the higher tax
9 Year 124 51 rate (prior to the adoption of new tax regime), which have been included under ‘Current tax adjustments relating to earlier years’.
10 Year and beyond 484 573 **The Company had filed for a Bilateral Advance Pricing Arrangement (‘BAPA’) in the financial year 2015-16, under which the Company had
recognised a provision in its books of account based on the most likely outcome expected as per the BAPA. Since no agreement could
The weighted average duration of the defined benefit obligation of the Group as at March 31, 2024 ranges from 5.10 be reached between the respective competent tax authorities, the said application has been closed by them during the year ended
years to 13.28 years (March 31, 2023 5.17 years to 12.98 years). March 31, 2024. Basis the analysis done by management of the Company, the additional tax provision upto March 31, 2023, amounting to ₹
2,755 lakhs, being no longer required, has been reversed during the year and included under ‘Current tax adjustments relating to earlier
years’. Further, consequential disclosures to this extent have been considered under note 35(ii).
The obligation for compensated absence is recognised basis Company’s leave policy. Company follow calendar year for
(c)  During the year ended March 31, 2024, the management of the Company has decided to opt for new tax rate regime as per Section 115BAA
leave accumulation. Maximum of 18 days can be accrued during a year and maximum cap on accumulation is 45 days. of the Income-tax Act, 1961, effective FY 2022-23. Accordingly, adjustment (reversal) was also required to the provision recognised for the
Leaves in excess of maximum cap can be encashed during the tenure or on separation from the Company. Net charge year ended March 31, 2023, at the higher tax rate (prior to the adoption of new tax regime), which have been included under ‘Current tax
to the consolidated statement of profit and loss for the year ended March 31, 2024 is ₹ 1,054 Lakhs (March 31, 2023: adjustments relating to earlier years’.

₹ 1,100 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:
Demographic assumptions used:
For the year ended For the year ended
For the year ended For the year ended Particulars
Particulars March 31, 2024 March 31, 2023
March 31, 2024 March 31, 2023
Profit before tax 38,619 42,737
Discount rate (in %) 5.42-7.3% 5.35-7.55% Enacted income tax rate in India 25.17% 29.12%
Salary escalation (in %) 4-10% 4-10% Computed expected tax expense 9,720 12,445
Reduction in tax rate 60 (21)
(d) Defined contribution plan Effect of:
Tax effect of amount which are not (taxable)/deductible in calculating taxable income
The Group contributed ₹ 9,633 lakhs for the year ended March 31, 2024 (March 31, 2023: ₹ 7,366 lakhs) for the defined
Income tax relating to earlier years (5,737) 657
contribution plan towards legal obligations, which includes contribution towards provided fund, employee state
Tax losses for earlier periods recognised now, based on probability of realisation (1,458) -
insurance commission and labour welfare fund. Also, the obligation of the Group is limited to the amount contributed
Recognition of previously unrecognised (Derecognition of previously recognised) deductible 4,245 (37)
and it has no further contractual or constructive obligation. temporary differences
Impact of non-claimable withholding tax written off 500 559
Tax Impact of Goodwill Amortisation - (421)
Tax provision related to Advance Pricing Agreement - 836
Expenses that are not deductible in determining taxable profit (permanent difference) (63) 53
Tax on income at different tax rates as per respective jurisdictions 676 (2,023)
Net allowance of ESOP claim (510) -
Others 89 (338)
Total income tax expense recognised in the consolidated statement of profit and loss 7,522 11,710
 Mastek Limited About How We Building a Statutory Financial Shareholder
326 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 327

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
(c) The movement in deferred income tax assets and (liabilities) for the year ended March 31, 2024 is as follows: Gross deferred tax assets and liabilities are as follows:
Carrying Changes Foreign Carrying As at March 31, 2023
Changes Changes Particulars
value as through Currency value as at
Particulars through through Assets Liabilities Net
at April 1, profit or Translation March 31,
OCI Equity
2023 loss Reserve 2024
Property, plant and equipment and other intangible assets 1,079 (1,759) (680)
Property, plant and equipment and other intangible assets (680) (584) - - (25) (1,289) Allowance for expected credit loss 885 - 885
Allowance for expected credit loss 885 266 - - 13 1,164
Net change in fair value of investment 36 - 36
Net change in fair value of investment 36 (16) (121) - (1) (102)
Cash flow hedge 88 (381) (293)
Cash flow hedge (293) - 221 - - (72)
MAT Credit entitlement 2,841 - 2,841
MAT Credit entitlement 2,841 (2,840) - - (1) -
Undistributed Profits of Subsidiaries - (821) (821)
Undistributed Profits of Subsidiaries (821) - - - - (821)
Provision for employee benefits 1,576 - 1,576
Provision for employee benefits 1,576 803 93 - 10 2,482
Employee share based plan 406 - 406
Employee share based plan 406 (412) - - 6 -
Excess tax benefits from exercise of share-based options 168 - 168
Excess tax benefits from exercise of share-based options (OCI) 168 - - 468 9 645
Brought forward losses 2,982 - 2,982
Brought forward losses* 2,982 1,100 - - 49 4,131
Finance/Interest Cost - 963 - - 8 971 Others 424 - 424

Others 424 (135) - - 8 297 10,485 (2,961) 7,524

Total 7,524 (855) 193 468 76 7,406 Note:

*T
 he Group has recognised deferred tax assets on unabsorbed losses in USA geography post assessment of realisation of these assets on account (i) 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
of generation of future taxable profits because of recent acquisitions and synergies arising out of these acquisition. 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.
(ii) The Group has recognised deferred tax assets on carried forward tax losses incurred by certain subsidiary companies in current and
Gross deferred tax assets and liabilities are as follows: earlier years. Based on future business projections, the Group is reasonably certain that respective subsidiaries would be able to generate
As at March 31, 2024 adequate taxable income to ensure utilization of carried forward tax losses.
Particulars
Assets Liabilities Net
Property, plant and equipment and other intangible assets 1,035 (2,324) (1,289) Details of deferred tax assets recognised for carry forward of unused tax losses to the extent probable that future
(d) 
Allowance for expected credit loss 1,164 - 1,164 taxable profit will be available against which unused tax losses can be utilised are as follows:
Net change in fair value of investment 19 (121) (102) As at As at
Name of the Entities
Cash flow hedge 16 (88) (72) March 31, 2024 March 31, 2023
Mastek Systems Pty Ltd (Formerly known as Evolutionary Systems Pty Ltd) - 70
Undistributed Profits of Subsidiaries - (821) (821)
Evolutionary Systems Qatar WLL 24 26
Provision for employee benefits 2,482 - 2,482
Evolutionary Systems (Singapore) PTE. LTD - 219
Excess tax benefits from exercise of share-based options (OCI) 645 - 645
Evolutionary Systems Corp. 174 759
Brought forward losses 4,131 - 4,131 Mastek, Inc. 3,280 1,294
Finance/Interest Cost 971 - 971 Trans American Information Systems Inc. 620 614
Others 297 - 297 Mastek Systems B.V. 33 -
10,760 (3,354) 7,406 4,131 2,982

The movement in deferred income tax assets and (liabilities) for the year ended March 31, 2023 is as follows: 26 Related party disclosures, as per Ind AS 24
Carrying Addition Changes
Changes Changes
Foreign Carrying Relationships have been disclosed where transactions have taken place and relationships involving control:
value as of DTA due through Currency value as
Particulars through through
at April to MST profit or Translation at March Name of Related Party Nature of relationship
OCI Equity
1, 2022 Acquisition loss* Reserve 31, 2023
Key Management Personnel (KMP): Hiral Chandrana, Chief Executive Officer (w.e.f May 31,2023)
Property, plant and equipment and other intangible assets (115) 61 (555) - - (71) (680)
Arun Agarwal, Global Chief Financial Officer
Allowance for expected credit loss 674 - 163 - - 48 885 Dinesh Kalani, Sr. Vice President - Group Company Secretary
Net change in fair value of investment (54) - 14 76 - - 36 Ashank Desai, Vice Chairman and Managing Director (upto March 31, 2023)
Cash flow hedge (501) - - 208 - - (293) Directors: Ashank Desai, Non executive Director and Chairman (w.e.f. April 01, 2023)
MAT Credit entitlement 2,230 - 611 - - - 2,841 Ketan Mehta, Non Executive Director
Undistributed Profits of Subsidiaries (821) - - - - - (821) Rajeev Grover, Non Executive Director
Provision for employee benefits 1,149 147 306 (47) - 21 1,576 Umang Nahata, Non Executive Director (w.e.f July 19, 2023)
Employee share based plan 397 - - - - 9 406 Suresh Vaswani, Non Executive Director (w.e.f. December 11, 2022)
Marilyn Jones, Non Executive Director (w.e.f September 5, 2023)
Excess tax benefits from exercise of share-based options (OCI) 1,457 - - - (1,259) (30) 168
Priti Rao, Non Executive Director (upto May 1, 2023)
Brought forward losses 146 - 2,758 - - 78 2,982
Atul Kanagat, Non Executive Director (upto January 17, 2023)
Others 364 (5) 58 - - 7 424
S Sandilya, Non Executive Director (upto March 03, 2023)
Total 4,926 203 3,355 237 (1,259) 62 7,524 Enterprise where KMP has control: Mastek Foundation
* Includes an amount of 21 Lakhs is on account of change in tax rate for Mastek Systems Pty Ltd, Australia from 25% to 30%. Note: For list of subsidiaries refer note 51.
 Mastek Limited About How We Building a Statutory Financial Shareholder
328 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 329

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
Transaction with key managerial personnel Property, plant and equipment used in the Group’s business or liabilities contracted have not been identified to any
For the year ended For the year ended
of the reportable segments, as the Property, plant and equipment and the support services are used interchangeably
Particulars
March 31, 2024 March 31, 2023 between segments. Accordingly disclosures relating to total segments assets and liabilities are not practicable.
(i) Short term employee benefits 1,160 635
AMEA includes Middle east region, South-east Asia, India, Singapore and Australia.
(ii) Post employment benefits - -
Geographical information on revenue and industry revenue information is collated based on individual customer
(iii) Other long-term benefits* 17 -
invoices or in relation to which the revenue is otherwise recognised.
(iv) Termination benefits - -
(v) Share based payments** 64 9 Particulars
For the year ended For the year ended
March 31, 2024 March 31, 2023
Payable as at year end 76 88
Segment Revenue
*The KMP’s are covered under the Group’s gratuity policy, leave entitlement policy and bonus policy along with other eligible employee of the
United Kingdom 173,949 158,761
Group. 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 Group as a whole. North America 82,936 62,576
**Represents the perquisite component, i.e., the difference between exercise price and fair market value of the option. AMEA 48,594 35,002
Notes Revenue from operations 305,479 256,339

1. Company has paid the remuneration to its directors during the year in accordance with the provision of and limits laid
For the year ended For the year ended
Particulars
down under section 197 read with Schedule V to the Act. March 31, 2024 March 31, 2023

Segment Results profit before exceptional item, tax, unallocated income/expense and finance cost
2. There are no commitments with any related party during the year or as at year end.
United Kingdom 41,446 39,395
3. All the related party transactions are made on terms equivalent to those that prevail in an arm’s length transaction, for
North America 7,733 4,661
which prior approval of Audit Committee was obtained during the years ended March 31, 2024 and March 31, 2023.
AMEA 4,005 2,180
5. KMP’s for the Group have been considered as persons having authority and responsibility of planning, directing and Total 53,184 46,236
controlling the activities for the Group and not for individual entities within the Group.
Less: Finance costs 4,447 2,472
Less: Other un-allocable expenditure net of un-allocable (income) 9,707 3,559
Transactions with above related parties during the year were:-
Profit before exceptional Items and tax 39,030 40,205
For the year ended For the year ended
Name of Related Party Nature of relationship Exceptional items - (loss)/gain, net (Refer note 22)
March 31, 2024 March 31, 2023

Mastek Foundation Contribution towards CSR activities 358 300 United Kingdom - -
North America (411) (1,745)
Middle East - -
27 Segment reporting
Unallocable* - 4,277
The Global CEO of the Group has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS
Exceptional gain, net (411) 2,532
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 Profit before tax 38,619 42,737
for geographies where group operates. * Profit on sale of Investment property
Profit on sale of Investment property relating to corporate asset of India operations.
The organisational and reporting structure of the Group is based on geographical concept. Geographies are the
Expense relating to business combination
operating segments for which separate financial information is available and for which operating results are evaluated
Expense relating to business combination consumated during the year relating to North America operations.
regularly by CODM in deciding how to allocate resources and in assessing performance. The Group’s primary reportable
The accounting policies consistently used in the preparation of the consolidated financial statements are also applied to item of revenue
segments consist of three different geographies which are based on the risks and returns in different geographies and
and expenditure in individual segment.
the location of the customers: North America Operations, UK Operations, AMEA.
Note:
Income and direct expenses in relation to segments are categorised based on items that are individually identifiable to Considering the nature of business in which the Group operates, the Group deals with various customers across
that segment, while the remainder of costs are apportioned on an appropriate basis. Certain income and expenses are multiple geographies. Consequently, none of the customers contributes materially to the revenue of the Group.
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.
 Mastek Limited About How We Building a Statutory Financial Shareholder
330 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 331

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
28 Financial instrument 1. Fair value of cash and cash equivalents, other bank balances, trade receivables, trade payables, other current
The carrying value and fair value of financial instruments by categories as at March 31, 2024 and March 31, 2023 is financial assets/ liabilities and short term borrowings approximate their carrying amounts largely due to short
as follows: term maturities of these instruments.

Carrying Value Fair Value

2. Financial instruments are evaluated by the Group based on parameters such as individual credit worthiness of the
Particulars counter-party. Based on this evaluation, allowances are taken to account for expected losses of these receivables.
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Accordingly, fair value of such instruments is not materially different from their carrying amounts.
Financial assets
Amortised cost 3. The fair values for finance lease contracts and financial guarantee contract were calculated based on cash flows
Security deposits 600 583 600 583 discounted using market interest rate on the date of initial recognition and fair values for deposits were calculated
based on cash flows discounted using market interest rate on the date of initial recognition and subsequently on
Trade receivables (net of provisions) 56,131 50,663 56,131 50,663
each reporting date. The lease liability is initially recognised at the present value of the future lease payments
Cash and cash equivalents 38,112 20,764 38,112 20,764
and is discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental
Other bank balance 73 51 73 51 borrowing rates and subsequently measured at amortised cost. Investment in mutual funds are designated at
Other financial assets 1,363 325 1,363 325 FVTPL and mark to market gain/ loss is recorded in statement of profit and loss on each reporting date.
Investment in Bond 53 53 53 53
4. Fair value of long term borrowings approximate their carrying amounts due to the fact that no upfront fees is paid
Investment in bank deposits and Margin money deposits 2,846 2,499 2,846 2,499
as compensation to secure the borrowing and the interest rate is equal to the market interest rate.
FVOCI
5. The value of Derivative Instrument (Put option) and Contingent Consideration Payable included in Level 3 of fair
Investment in Volteo Edge, LLC 1,655 1,241 1,655 1,241
value hierarchy approximate their fair value because there is a wide range of possible fair value measurements
Derivative assets 779 960 779 960
and it represents estimate of fair value within that range.
FVTPL
Investment in mutual funds 7,673 5,577 7,673 5,577
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, 2024 and March 31, 2023.
Total financial assets 109,285 82,716 109,285 82,716
Financial liabilities Fair value measuring using
Particulars Date of valuation Total
Amortised cost Level 1 Level 2 Level 3

Borrowings 48,655 37,167 48,655 37,167 Financial assets measuring at fair value
Lease liabilities 3,241 3,256 3,241 3,256 Derivative assets
Trade payables 22,041 18,294 22,041 18,294 Foreign exchange forward contract March 31, 2024 779 - 779 -
Other liabilities 14,315 7,811 14,315 7,811 FVOCI financial assets designated at fair value
FVOCI Investment in mutual funds March 31, 2024 1,655 - 1,655 -
Derivative liabilities 2,665 12,547 2,665 12,547 FVTPL financial assets
FVTPL Investment in mutual funds March 31, 2024 7,673 7,673 - -
Contingent Consideration payable 38,797 27,580 38,797 27,580 Financial liabilities measuring at fair value
Total financial liabilities 129,714 106,655 129,714 106,655 Payable on business acquisition March 31, 2024 2,665 - - 2,665
Derivative liabilities
29 Fair value hierarchy Contingent consideration payable March 31, 2024 38,797 - - 38,797
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Fair value measuring using
Particulars Date of valuation Total
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either Level 1 Level 2 Level 3
directly (i.e. as prices) or indirectly (i.e. derived from prices). Financial assets measuring at fair value
Level 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). Derivative assets
Foreign exchange forward contract March 31, 2023 960 - 960 -
There have been no transfers amongst the level of hierarchy during the current and previous year.
FVTPL financial assets
For assets and liabilities that are recognised in the consolidated financial statements on a recurring basis, the Group
Investment in mutual funds March 31, 2023 5,577 5,577 - -
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on
Financial liabilities measuring at fair value
the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
Derivative liabilities
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be Derivative instrument (Put option) March 31, 2023 12,547 - - 12,547
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following
Contingent consideration payable March 31, 2023 27,580 - - 27,580
methods and assumptions are used to estimate the fair values.
 Mastek Limited About How We Building a Statutory Financial Shareholder
332 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 333

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
29.1 Valuation techniques and significant unobservable inputs (Level 2 and Level 3 instruments) Currency risk
Inter-relationship between The Group’s exposure to risk of change in foreign currency exchange rates arising from foreign currency transactions,
Significant unobservable
Instrument Valuation technique significant unobservable inputs Range
inputs is primarily with respect to the currencies which are not fixed. Foreign exchange risk arises from future commercial
and fair value measurements
transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of
Financial For March 31, 2024 (a) Long-term The estimated fair value March 31, 2024: March 31, 2023:
liabilities growth rate for would increase/(decrease) if: Not applicable WACC - 16.5%, the Group. The Group uses derivative financial instruments to mitigate foreign exchange related risk exposures. The
The fair value is determined basis
measuring expected outflow cash flows for (a) the expected cash flows Terminal growth counter party of these derivative instruments are primarily banks. These derivative financial instruments are valued
at fair value subsequent years were higher/(lower) rate - 5% based on inputs that is directly or indirectly observable in the marketplace.
- Derivative For March 31, 2023 (b) risk adjusted
instrument (b) the risk adjusted discount All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate
Discounted cash flow (DCF) method discount rate rate were lower/(higher)
(Put option) Put option has been valued at it’s skills, experience and supervision. It is the Group’s policy that no trading in derivative for speculative purposes may
intrinsic value as at March 31, 2023. be undertaken.
Put option is out of the money.
Foreign The fair value is determined using Not applicable Not applicable Not applicable Not applicable These derivative financial instruments are forward contracts and are qualified for cash flow hedge accounting when
exchange quoted forward exchange rates at the instrument is designated as hedge. Group has designated major portion of derivative instruments as cash flow
forward the reporting date and present value hedges to mitigate the foreign exchange exposure of highly probable future forecasted sales.
contract calculations based on high credit
quality yield curves in the respective
currencies Derivative financial instruments:
The Company holds derivative financial instrument i.e., foreign currency forward contracts to mitigate the risk
29.2 Financial instrument considered under level 3 classification of changes in exchange rate on foreign currency exposure. The counterparty for these contracts is a bank. These
Payable on business acquisition derivative financial instruments are valued based on inputs that is directly or indirectly observable in the marketplace.

As at As at The objective of hedge accounting is to represent, in the Company’s standalone financial statements, the effect of the
Particulars
March 31, 2024 March 31, 2023
Company’s use of financial instruments to manage exposures arising from particular risks that could affect profit or
Balance at the beginning of the year 12,547 49,406 loss. As part of its risk management strategy, the Company makes use of derivative financial instruments for hedging
Less: Total consideration paid for acquisition of proportionate non-controlling interests (11,698) (18,923) the risk arising on account of highly probable foreign currency forecasted sales.
Add: Fair value adjustment during the year - (17,936)
The Company applies cash flow hedge to hedge the variability arising out of foreign currency exchange fluctuations on
Add: Excess of payment over liability 1,300 - account of highly probable foreign currency forecasted sales. Such contracts are designated as cash flow hedges.
Subtotal 2,149 12,547
The following table presents the aggregate contracted principal amounts of the Group’s derivative
Add: Other Payables on business acquisition* 516 -
contracts outstanding:
Balance at the end of the year 2,665 12,547
As at As at
Designated derivative instrument
* Other payables on business acquisition includes purchase consideration yet to be discharged (34(c)) March 31, 2024 March 31, 2023

Forward contract (Amount in GBP lakhs) (2,063) 318

Contingent consideration payable
Number of contracts (in absolute) 510 468
As at As at
Particulars
March 31, 2024 March 31, 2023 Fair value (in ₹ lakhs) 263 1,275

Balance at the beginning of the year 27,580 -

Forward contracts covers part of the exposure during the period April 2024 - March 2027
Add: Additions on account of acquisition during the year 9,854 26,960
Add: Fair value adjustment during the year 1,363 620 Designated derivative instrument
As at As at
March 31, 2024 March 31, 2023
Balance at the end of the year 38,797 27,580
Forward contract (Amount in USD lakhs) 50 227
Number of contracts (in absolute) 223 366
30 Financial risk management Fair value (in ₹ lakhs) 516 (316)
The Group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group’s
Forward Contracts covers part of the exposure during the period April 2024 - March 2027
primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on
its financial performance. The Group’s management oversees the management of these risk and formulates the policies Mark-to-Market (losses)/gains
As at As at
March 31, 2024 March 31, 2023
which are reviewed and approved by the Board of Directors and Audit Committee. Such risks are summarised below:
Opening balance of Mark-to-market gains receivable on outstanding derivative contracts 960 1,782
Released from hedging reserve account to profit or loss (477) (728)
(i) Market risk:
Changes in the value of derivative instrument recognised in OCI (197) (94)
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of Ineffective portion of changes in fair value 493 -
change in market prices. The primary market risk to the Group is currency risk and other price risk. The Group Closing balance of Mark-to-market (losses)/gains receivable on outstanding derivative contracts 779 960
does not have any borrowings with floating interest rate, thus interest rate risk is not applicable. Disclosed under:
Other current financial asset (Refer note 6(d)) 460 596
Other non-current financial asset (Refer note 4(b)) 319 364
779 960
 Mastek Limited About How We Building a Statutory Financial Shareholder
334 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 335

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
Accounting for cash flow hedge Non-derivative financial instruments
The objective of hedge accounting is to represent, in the Group’s consolidated financial statements, the effect of the The following table presents foreign currency risk from non-derivative financial instrument as of March 31, 2024 and
Group’s use of financial instruments to manage exposures arising from particular risks that could affect profit or loss. March 31, 2023.
As part of its risk management strategy, the Group makes use of derivative financial instruments for hedging the risk
As at March 31, 2024
arising on account of highly probable future forecasted sales.
Amount in respective foreign currencies (in lakhs) Amount (₹ in lakhs)
Currency
The Group has a Board approved policy on assessment, measurement and monitoring of hedge effectiveness which Financial Financial Net assets / Financial Financial Net assets /
provides a guideline for the evaluation of hedge effectiveness, treatment and monitoring of the hedge effective assets liabilities (liabilities) assets liabilities (liabilities)
position from an accounting and risk monitoring perspective. Hedge effectiveness is ascertained at the time of INR 91 (0) 91 91 - 91
inception of the hedge and periodically thereafter. The Group assesses hedge effectiveness on prospective basis. GBP - - - - - -
The prospective hedge effectiveness test is a forward looking evaluation of whether or not the changes in the fair
USD 39 (2) 37 3,221 (171) 3,050
value or cash flows of the hedging position are expected to be highly effective in offsetting the changes in the fair
value or cash flows of the hedged position over the term of the relationship. EUR 3 - 3 278 - 278
SGD 0 - 0 8 - 8
For derivative financial instruments designated as hedge, the Company documents, at inception, the economic
PHP 20 (8) 12 29 (12) 17
relationship between the hedging instrument and the hedged item, the hedge ratio, the risk management objective
for undertaking the hedge and the methods used to assess the hedge effectiveness. The hedge ratio is 1:1. NZD 0 - 0 11 - 11
SAR 1 - 1 18 - 18
The Group determines the existence of an economic relationship between the hedging instrument and hedged item
CAD 1 - 1 61 - 61
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 OMR - (0) (0) - (1) (1)
currency basis spread and takes the forward rates in hedging relationship. CHF 1 - 1 76 - 76

Hedge effectiveness is assessed through the application of dollar offset method and designation of forward contract TWD 1 - 1 2 - 2
as the hedging instrument. Further to determine hedge effectiveness, Group creates the hypothetical forward Total (in ₹) 3,795 (184) 3,611
contract rate as on the date of reporting and takes mark-to-market rate of forward contract rate in order to determine
hedge ineffectiveness. Hedge effectiveness is calculated using the following formula: Change in fair value of hedging As at March 31, 2023

instrument/change in fair value of hedged item. Effective portion of cash flow hedge is taken to cashflow hedge Currency
Amount in respective foreign currencies (in lakhs) Amount (₹ in lakhs)

reserve, which is a separate portion within equity i.e. OCI and ineffective portion is immediately charged to the Financial Financial Net assets / Financial Financial Net assets /
assets liabilities (liabilities) assets liabilities (liabilities)
consolidated statement of profit and loss. Balances in cashflow hedge reserve are transferred to the consolidated
statement of profit and loss in the period, when sales occur and cash flows actually effects the profit or loss. GBP 13 - 13 1,346 - 1,346
USD 123 (6) 117 10,138 (495) 9,643
The table below enumerates the Group’s hedging strategy, typical composition of the Group’s hedge portfolio, the
EUR 13 - 13 1,192 (6) 1,186
instruments used to hedge risk exposures and the type of hedging relationship:
AED 31 (3) 28 685 (62) 623
Type of risk/ Type of hedging AUD 9 - 9 496 - 496
Hedged item Description of hedging strategy Hedging instrument Description of hedging instrument
hedge position relationship
QAR 13 (6) 7 283 (133) 150
Cash flow Highly probable Foreign currency denominated Foreign exchange Forward contracts are Cash flow
hedge of forecasted sales in proceeds from highly forward contracts contractual agreements to buy hedge MYR 15 - 15 286 - 286
foreign probable forecasted sales or sell a specified financial SGD 21 - 21 1,308 - 1,308
currency risk is converted into functional instrument at a specific price
currency using a forward and specified date in the BHD 0 - 0 30 - 30
contract. Functional currency future. These are customised PHP 54 (10) 44 82 (15) 67
of the Group is INR. contracts transacted in the
NZD 0 (0) 0 23 (10) 13
over–the–counter market.
SAR 211 - 211 4,609 - 4,609
The tables below provide details of the financial contracts that have been designated as cash flow hedge for the KWD 1 - 1 372 - 372
periods presented: CAD 1 (5) (4) 47 (296) (249)
OMR 1 (1) - 146 (128) 18
Foreign exchange forward contracts
CHF 0 (0) 0 4 (1) 3
Line item Line item in
Changes in the Hedge
in profit or
Amount
profit or
TWD 1 - 1 4 - 4
Reporting Nominal amount Derivative Derivative value of the ineffectiveness reclassified from
loss that loss affected DKK - (1) (1) - (8) (8)
date (in FC million) assets liabilities hedging instrument recognised in hedging reserve
includes hedge by the
recognised in OCI profit or loss to profit or loss
ineffectiveness reclassification HUF - - - - - -
March GBP 15 million 779.0 - (197.0) 492.5 Other Income (477) Revenue from ROL - (1) (1) - (15) (15)
31, 2024 USD 5 million operations
Total (in ₹) 21,051 (1,169) 19,882
March GBP 32 million 960.0 - (94.0) - Not applicable (728) Revenue from
31, 2023 USD 23 million operations
 Mastek Limited About How We Building a Statutory Financial Shareholder
336 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 337

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
Sensitivity to foreign currency risk The following table gives details in respect of revenues generated from top customer and top 5 customers (Gross):
The following table demonstrates the sensitivity in significant foreign currencies with all other variables held constant. Particulars
For the year ended For the year ended
March 31, 2024 March 31, 2023
The below impact on the Group’s consolidated profit or loss before tax and equity is based on changes in the fair value
Revenue from Top Customer 18% 15%
of unhedged foreign currency monetary assets and liabilities as at standalone balance sheet date:
Revenue from Top 5 Customers 31% 28%
Impact on equity Impact on profit or loss
Particulars The following table gives details in respect of geography-wise trade receivables (Gross):
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
As at As at As at As at
USD sensitivity Particulars
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Increase by 1% (31) (96) 31 96 United Kingdom 26,946 15,516 44% 27%
Decrease by 1% 31 96 (31) (96) North America 15,495 14,700 25% 26%
Other currencies sensitivity AMEA 18,861 27,046 31% 47%
Increase by 1% (6) (102) 6 102
Decrease by 1% 6 102 (6) (102) Other financial assets
The Group periodically monitors the recoverability and credit risks of its other financial assets. The Group evaluates
Price risk 12 months expected credit losses for all the financial assets for which credit risk has not increased significantly. In
case credit risk has increased significantly, the Group considers life time expected credit losses for the purpose of
The group’s exposure to price risk arises from investments held by the Group and classified in the balance sheet either
impairment provisioning.
at fair value through OCI or at fair value through profit and loss. The price risk arises due to uncertainties about the
future market values of these investments. The Group has laid policies and guidelines which it adheres to in order to The Group has considered financial condition, current economic trends, forward looking macroeconomic information,
minimise price risk arising from investments analysis of historical bad or doubtful receivables and ageing of receivables related to cash and cash equivalents, bank
balances, bank and margin deposits, security deposits and other financial assets. In most of the cases, risk is considered
As at As at
Particulars
March 31, 2024 March 31, 2023 low since the counterparties are reputed organisations with no history of default to the Group and no unfavourable
Investments in mutual funds 7,673 5,577
forward looking macro economic factors. Wherever applicable, expected credit loss allowance is recorded.

Investment in Volteo Edge, LLC 1,655 1,241

Expected credit loss for trade receivables
Investment in bonds 53 53
As at March 31, 2024 0 - 60 Days 61-90 days 91-180 days 181-365 days 365 -730 days Credit impaired
Investments in bank deposit 1,488 616
Gross trade receivables 47,852 1,403 4,869 2,566 944 3,669
Net trade receivables 47,852 1,403 4,869 2,566 944 3,669
Impact on profit or loss
Particulars Expected loss rates 0.00% 0.25% 2.50% 25.00% 78% 100%
March 31, 2024 March 31, 2023
Expected credit loss - 3 122 641 735 3,669
Price change by:
100 basis points increase 109 75 Expected credit loss for contract assets
100 basis points decrease (109) (75)
As at March 31, 2024 Considered good Credit impaired

Gross contract assets 35,284 2,014

(ii) Credit risk Net contract assets 35,284 2,014
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to Expected loss rates 0% 100%
meet its contractual obligations, and arises from cash and cash equivalents, bank balances, other financial assets
Expected credit loss - 2,014
as well as credit exposures to customers including outstanding receivables. The maximum exposure to credit risk
is equal to the carrying value of the financial assets. Until March 31, 2023 Group was using specific identification method for computing allowance for expected credit
loss. From this year onwards, management has shifted to simplified approach given under Ind AS 109 and accordingly,
Trade receivables disclosure above is given only for the year ended March 31, 2024.
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. To manage
this, the Group periodically assesses the financial reliability of customers, taking into account the financial condition, The following table summarises the change in the loss allowance measured using expected credit loss model on
current economic trends, forward looking macroeconomic information, analysis of historical bad debts and ageing of trade receivables and contract assets:
accounts receivables. Individual risk limits are set accordingly. Particulars March 31, 2024 March 31, 2023
At the beginning of the year 6,599 3,982
The expected credit loss rates are based on the payment profiles of sales over a period of time and the corresponding
Provision made during the year 1,263 2,276
historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and
Bad debts adjusted during the year (767) 0
forward-looking information on macro-economic factors affecting the ability of the customers to settle the receivables.
Foreign currency translation reserve 90 341
The Group recognises lifetime expected losses for all trade receivables that do not constitute a financing component.
At the end of the year 7,185 6,599
Outstanding customer receivables are regularly monitored.
Impairment loss on trade receivables arising from contracts with customers (net)
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
The Group does not require collateral in respect of trade receivables. Also, there are no such receivables for which no
demographics of the customer including the default risk of the industry and country in which the customer operates
loss allowance is recognised because of collateral.
also has an influence on credit risk assessment.
 Mastek Limited About How We Building a Statutory Financial Shareholder
338 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 339

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
(iii) Liquidity risk 31 Capital management
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
Group manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet and to sustain future development of the business. The Group monitors the return on capital as well as the level of
its liabilities when due. Also, the Group has unutilized credit limits with banks. The Group’s corporate treasury dividends on its equity shares. The Group’s objective when managing capital is to maintain an optimal structure so as
department is responsible for liquidity, funding and settlement management. In addition, processes and policies to maximise shareholder value. The capital structure is as follows:
related to such risks are overseen by senior management of the Group. The Group’s management monitors the net As at As at
Particulars
liquidation position through rolling forecast on the basis of expected cash flows. March 31, 2024 March 31, 2023
Total equity 208,741 177,451
Also, the probability that guarantee given by the Mastek limited on behalf of its subsidiaries, Mastek (UK)
Less: Effective portion of cash flow hedge (225) (713)
Limited (‘Mastek UK’) and Mastek Inc., for their respective borrowings, will be invoked, is remote. Mastek UK has (i) Adjusted equity 208,516 176,738
history of timely repayment and financial strength to repay the loans. Similarly, Mastek Inc. has history of timely Current borrowings 17,325 10,263
repayment and support from its holding company, Mastek UK, if required. Acquisition of MetasoftTech Solutions Non current borrowings 31,330 26,904
LLC (‘MetaSoft USA’) by Mastek Inc. during the year ended March 31, 2023 and BizAnalytica LLC (‘Biz USA’) during (ii) Total loans and borrowings 48,655 37,167
the year ended March 31, 2024 have further positive impact on the operations in the region. Accordingly, such
(iii) Cash and cash equivalent 38,112 20,764
guarantees are not expected to impact the liquidity risk profile of the Group.
Total capital (i+ii) 257,171 213,905
The table below provides details regarding the contractual maturities of financial liabilities as at March 31, 2024 Total adjusted capital (i+ii-iii) 219,059 193,141
and March 31, 2023: Net debt (ii-iii) 10,543 16,403
Adjusted equity as a % of total capital 81.1% 82.6%
March 31, 2024
Debt to total capital (in %) 18.9% 17.4%
Less than One to five More than Net debt to total adjusted capital (in %) 4.8% 8.5%
Particulars On demand Total
one year years five years
Borrowings - 17,325 31,330 - 48,655 The Group is predominantly equity financed which is evident from capital structure table. Further, the Group has
Trade payables - 22,041 - - 22,041 always been in a net cash position.
Lease liabilities - 1,298 2,295 145 3,738
Payable for business acquisition - 2,665 - - 2,665
32 Employee stock based compensation
Other financial liabilities - 43,231 9,881 - 53,112 (i) Plan V
The Company introduced a new scheme in FY 2008 for granting 1,500,000 stock options to the employees, each option
March 31, 2023 representing one equity share of the Company. The vesting period of stock options will range from one year to four
Particulars On demand
Less than One to five More than
Total
years from the date of grant. The stock options are exercisable within a period of seven years from the date of vesting.
one year years five years
Borrowings - 10,263 26,904 - 37,167 For the year ended March 31, 2024 For the year ended March 31, 2023
Particulars No. of share Weighted average No. of share Weighted average
Trade payables - 18,294 - - 18,294
options Exercise price options Exercise price
Lease liabilities - 1,185 2,331 570 4,086
Outstanding options at beginning of the year - - 6,725 47
Payable for business acquisition - 12,547 - - 12,547
Granted during the year - - - -
Other financial liabilities - 7,774 27,617 - 35,391 Exercised during the year - - (6,225) 47
Lapsed/Cancelled/Forefeited during the year - - (500) 47
The Group has ₹ 5,600 lakhs (March 31, 2023: ₹ 3,700 lakhs) credit line facility that is unsecured and can be drawn
Outstanding options at end of the year - - - -
down to meet short-term financing needs. Interest would be payable at a rate mutually agreed with banks at time
Options excercisable at end of the year - - - -
of drawdown.
The weighted average share price on the date of exercise for share options exercised during year ended 31 March 2023 was ` 2,193.
Interest rate sensitivity
(ii) Plan VI
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 Company introduced a new scheme in FY 2010 for granting 2,000,000 stock options to the employees, each option
the reporting year in case of borrowings that have floating rates. 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.
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 For the year ended March 31, 2024 For the year ended March 31, 2023
Particulars No. of Weighted average No. of Weighted average
Group’s profit or loss before tax in that year would have been as below: share options Exercise price share options Exercise price

As at As at Outstanding options at beginning of the year 39,919 147 73,309 120

Particulars
March 31, 2024 March 31, 2023 Granted during the year - - - -
Borrowings 48,144 36,811 Exercised during the year (14,770) 125 (9,296) 130
Lapsed/Cancelled/Forefeited during the year (10,182) 170 (24,094) 72
Particulars
As at As at Outstanding options at end of the year 14,967 153 39,919 147
March 31, 2024 March 31, 2023
Options excercisable at end of the year 14,967 153 39,919 147
Interest rate change by: Range of exercise price for options outstanding 49.2 - 188 40 - 188
50 basis points increase (241) (184)  he weighted average share price on the date of exercise for share options exercised during year ended March 31, 2024 is ₹ 2,187
T
50 basis points decrease 241 184 (March 31, 2023: ₹ 2,229).
 Mastek Limited About How We Building a Statutory Financial Shareholder
340 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 341

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
(iii) Plan VII Risk free rate: The risk free rate being considered for the calculation is the interest rate applicable for a maturity
The Company introduced a new scheme in FY 2013 for granting 2,500,000 stock options to its employees and employees equal to the expected life of the options based on zero coupon yield curve for government securities.
of its subsidiaries, each option giving a right to apply for one equity share of the Company on its vesting. The vesting Expected life of the options: Expected life of the options is the period for which the Group expects the options to
period of stock option will range from one year to four years from the date of grant. The stock options are exercisable be live. The minimum life of stock options is the minimum period before which the options can’t be exercised and
within a period of seven years from the date of vesting. the maximum life of the option is the maximum period after which the options can’t be exercised. The Group have
For the year ended March 31, 2024 For the year ended March 31, 2023
calculated expected life as the average of the minimum and the maximum life of the options.
Particulars No. of share Weighted average No. of share Weighted average Dividend yield: Expected dividend yield has been calculated as total of interim and final dividend declared in last year
options Exercise price options Exercise price
preceding date of grant.
Outstanding options at beginning of the year 469,964 55 633,770 83
Granted during the year 105,570 5 54,860 5 33 Leases
Exercised during the year (144,722) 26 (170,533) 134
Lapsed/Cancelled/Forefeited during the year (45,912) 78 (48,133) 89
Company as a lessee
Outstanding options at end of the year 384,900 49 469,964 55 (i) 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
Options excercisable at end of the year 245,514 74 326,700 77
years (March 31, 2023 - 2 to 45 years). The Group has applied low value exemption for leases of laptops, lease
Range of exercise price for options outstanding 5 - 350 5 - 350
lines, furniture and equipment accordingly these are excluded from Ind AS 116, at present. There are several lease
The weighted average share price on the date of exercise for share options exercised during year ended March 31, 2024 is ₹ 1,977 agreements with extension and termination options, for which management exercises significant judgement in
(March 31, 2023: ₹ 1,810).
determining whether these extension and termination options are reasonably certain to be exercised. Since it is
Note: reasonable certain to exercise extension option and not to exercise termination option, the Group has opted to
The Group does not have a past practice of cash settlement for these ESOPs. The Group accounts for the ESOPs as an include such extended term and ignore termination option in determination of lease term. Further, Group is not
equity-settled plan. exposed to any variable lease payments or residual value guarantee.

The following tables summarize information about the options outstanding under various programs as at March 31, 2024 (ii) The following are the amounts recognised in consolidated statement of profit and loss:
and March 31, 2023, respectively: For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023
As at March 31, 2024
Depreciation of ROU assets 1,075 792
Particulars Weighted average
No. of share options remaining contractual
Weighted average Interest expense on lease liabilities 223 144
Exercise price
life in years Expenses relating to short-term leases 774 920
Programme VI 14,967 2.0 153 Expense relating to leases of low-value assets, excluding short-term leasess of low-value assets - -
Programme VII 384,900 6.6 49 Total cash outflow for leases (including interest) 1,447 977

(iii) Amounts recognised in consolidated balance sheet

As at March 31, 2023

Particulars Weighted average For the year ended For the year ended
Weighted average Particulars
No. of share options remaining contractual March 31, 2024 March 31, 2023
Exercise price
life in years
Carrying amount of ROU assets
Programme VI 39,919 1.7 147
– Buildings 2,890 2,958
Programme VII 469,964 5.7 55 Lease liabilities
Non-current 2,155 2,249
The weighted average fair value of each unit under the plan, granted during the year ended March 31, 2024 was ₹ 1,877
Current 1,086 1,007
(March 31,2023: ₹ 2,091) using the Black-Scholes model with the following assumptions:

As at As at
(iv) The effective interest rate for lease liabilities as at March 31, 2024 is 11% (March 31, 2023 - 11%)
Particulars
March 31, 2024 March 31, 2023
(v) The details regarding the contractual maturities of lease liabilities as at reporting date on an undiscounted basis
Weighted average grant date share price (in ₹) 1,988 2,185
Weighted average exercise price (in ₹) 5 5 As at As at
Particulars
March 31, 2024 March 31, 2023
Dividend yield (in %) 0.96% 0.73% Within 3 months 346 305
Expected life (in years) 4.51-6.51 Years 3-7 years 3-6 months 330 298
Risk free interest rate (in %) 7.06% 7.03% 6-12 months 622 582
Volatility (in %) 48.04% 50.04% 1-3 years 2,146 1,908
3-5 years 149 423

Volatility: Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during the
More than five years 145 570
period. The measure of volatility is used in Black Scholes option pricing model is the annualised standard deviation of
Total 3,738 4,086
the continuously compounded rates of return on the stock over a period of time. Group considered the daily historical
volatility of the Group’s stock price on the National Stock Exchange over the expected life of each vest.
 Mastek Limited About How We Building a Statutory Financial Shareholder
342 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 343

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
Company as lessor is mainly engaged in Information Technology and software support services. The Equity shares were bought for a
(i) Group has leased out its investment property. The lease is classified as operating lease from a lessor perspective as consideration of ₹ 2,723 lakhs.
Group has not transferred substantially all of the risks and rewards incidental to the ownership of the asset. During the year ended March 31, 2023, Mastek has acquired control of the business of Meta Soft Tech Systems Private
(ii) Rental income recognised during the year Limited (‘MST India’). Mastek Limited, entered into a Share purchase agreement (‘SPA’) on July 18, 2022 to acquire the
business of MST India by paying a cash consideration (net of cash and cash equivalents) of USD 2.2 million i.e. ₹ 1,846
For the year ended For the year ended lakhs. The closing of such transaction occurred on August 02, 2022, which was considered to be the date of transfer of
Particulars
March 31, 2024 March 31, 2023
control or the date of acquisition, as per Ind AS 103.
Rental income 340 438
MST India offers customer relationship management (CRM) and marketing automation consulting services. It offers
(iii) The details regarding the undiscounted lease payments to be received after the reporting date
salesforce, licensing solution, MuleSoft integrations, CPQ for salesforce, and Vlocity products. The company offers
Particulars
As at As at digital transformation, managed services, and marketing automation solutions. It serves education, healthcare,
March 31, 2024 March 31, 2023
manufacturing, non-profit, and public sector industries. it is a trusted partner to several Fortune 1000 and large
Less than 1 year 326 293
enterprise clients. The acquisition would enable the Company in CRM business.
1-2 years 336 308
2-3 years 52 305
Purchase consideration
3-4 years 25 34
As part of the MST acquisition, the purchase consideration to be discharged in cash is as follows:
4-5 years 7 8
More than 5 years - - Particulars MST USA MST India Total
Total 746 948 Purchase consideration 85,625 2,723 88,348
Notes: Less: Adjustment for Cash^ 1,476 877 2,353
1. The Company has not earned gain or incurred loss from sale and lease back transaction. 84,149 1,846 85,995
2. There are no significant restrictions or covenants imposed on leases. ^ Purchase consideration is net of cash and cash equivalents acquired including contingent consideration to be paid based on agreed
revenue and gross margin performance.
34. Business combinations
The purchase price allocation to the identified assets and liabilities assumed at the acquisition date are:
(a) Acquisition of entities - Evosys
Particulars MST USA MST India Total
During the financial year ended March 31, 2020, Mastek Limited acquired control of the business of Evolutionary Property, plant and equipment 1,234 325 1,559
Systems Private Limited (“ESPL”) and its subsidiary companies (together referred to as “Evosys”). Discharge of part Customer contracts 2,623 - 2,623
consideration was through Mastek Enterprise Solutions Private Limited (“MESPL”) (formerly known as Trans American Customer relationships 8,425 - 8,425
Information Systems Private Limited), a subsidiary of Mastek Limited by issuing 15,000 Compulsorily Convertible Trade receivables* 4,957 588 5,545
Preference Shares (CCPS), (face value of ₹ 10 each) of MESPL, subsequently split into 150,000 CCPS of ₹ 1 each, which Financial assets* - 949 949
carry a Put Option to be discharged at agreed EBITDA multiples, based on actual EBITDA of 3 years commencing from Other assets* 12,321 525 12,846
financial year ending March 31, 2021 including adjustments for closing cash. Trade payables (2,281) (5) (2,286)
On December 11, 2022, a board meeting was held where the Board approved the buy out of second tranche of 50,000 Financial liabilities (1,162) (863) (2,025)
CCPS of MESPL basis the agreed valuations in line with SEBI (Issue of Capital and Disclosure Requirements) Regulations, Other liabilities (13,689) (931) (14,620)
2018 (as amended). Accordingly, 320,752 equity shares of Mastek Limited (face value of ₹ 5 each) had been issued on Current tax liability (9) (315) (324)
January 17, 2023, for said buy- out of second tranche of 50,000 CCPS of MESPL. Deferred tax asset** - 195 195
Fair value of identifiable net assets 12,419 468 12,887
On December 13, 2023, a board meeting was held where the Board approved the buy out of third and final tranche Less: Purchase Consideration (84,149) (1,846) (85,995)
of 50,000 CCPS of MESPL basis the agreed valuations in line with SEBI (Issue of Capital and Disclosure Requirements) Goodwill (71,730) (1,378) (73,108)
Regulations, 2018 (as amended). Accordingly, 159,942 equity shares of Mastek Limited (face value of ₹ 5 each) had Contingent liability - - -
been issued on February 19, 2024, for said buy- out of third and final tranche of 50,000 CCPS of MESPL, resulting into Goodwill expected to be deductible for tax purpose 69,745 - 69,745
completion of buy-out of non-controlling interest.
Goodwill is primarily related to growth expectations, expected future profitability, the substantial skill and expertise of Metasoft’s
workforce and expected synergies.
(b) Acquisition of entities - MST *R
 epresents fair value of receivables and gross contractual amounts receivable. All amounts are expected to be collected.
During the financial year ended March 31, 2023, Mastek Inc., a wholly-owned first level step-down subsidiary of Mastek ** E xcludes the amount pertaining to OCI of ₹ 8 lakhs
Limited, had signed a definitive agreement and acquired the 100% equity Interest of MetasoftTech Solutions LLC (“MST Notes
USA”). MST USA is an independent Salesforce consulting and system integration partner in the Americas region. The
purchase consideration includes upfront payment of USD 76.60 million (approximately ₹ 61,200 lakhs) and earn out – (i) Projected revenue and profit/(loss) of the Group had the acquisition occurred as of the beginning of the year
between USD 0 to USD 35 million, subject to achieving financial targets. The acquisition was completed on August 1, would be ₹ 267,670 lakhs and ₹ 26,275 lakhs respectively.
2022. Consequent to the acquisition, MST USA had become a wholly owned step-down subsidiary of the Company and (ii) Amount of revenue and profit/(loss) of the acquiree since the acquisition date included in the consolidated
had been considered for the purpose of preparing Financial Statements of the Mastek Group from such date. statement of profit and loss is ₹ 22,629 lakhs and ₹ 3,729 respectively.
Further, during the financial year ended March 31, 2023, Mastek Limited, signed a definitive agreement and acquired
100% equity shares of Meta Soft Tech Systems Private Limited (MST), which is an off-shore service provider and
 Mastek Limited About How We Building a Statutory Financial Shareholder
344 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 345

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs) (₹ in lakhs)
Acquisition costs Notes
Acquisition-related costs amounting to ₹ 1,745 Lakhs are not included as part of consideration transferred and have been (i)  Projected revenue and profit / (loss) of the Group had the acquisition occurred as of the beginning of the year would
recognised as an expense in the consolidated statement of profit and loss, as part of exceptional items (Refer note 22). be ₹ 309,071 lakhs and ₹ 30,646 lakhs respectively.

(ii) Amount of revenue and profit/ (loss) of the acquiree since the acquisition date included in the consolidated statement
c) Acquisition of entities - BizAnalytica of profit and loss is ₹ 7,183 lakhs and ₹ (1,423) lakhs respectively.
During the financial year ended March 31, 2024, Mastek Inc., a wholly-owned first level step-down subsidiary of
Mastek Limited, signed a definitive agreement to acquire 100% equity Interest of BizAnalytica LLC (“BizAnalytica Acquisition costs
USA”). BizAnalytica USA is an independent data cloud, analytics and modernisation partner in the Americas region. Acquisition-related costs amounting to ₹ 411 lakhs are not included as part of consideration transferred and have been
The purchase consideration includes upfront payment of USD 16.72 million (approximately ₹ 13,710 lakhs) and earn out recognised as an expense in the consolidated statement of profit and loss, as part of exceptional items (Refer note 22).
upto USD 24.0 million (approximately upto ₹ 19,680 lakhs) over a period of 3 years, subject to achieving financial targets.
CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is
Further, Mastek Limited, signed a definitive agreement for slump purchase of the identified assets and liabilities indication for impairment. The financial projections basis which the future cash flows have been estimated consider
of BizAnalytica Solutions LLP, which is an off-shore service provider and is mainly engaged in data cloud, analytics economic uncertainties, reassessment of the discount rates, revisiting the growth rates factored while arriving at
and modernization related services. The slump purchase including identified assets and liabilities to be bought for a terminal value and subjecting these variables to sensitivity analysis. If the recoverable amount of a CGU is less than its
consideration of approximately ₹ 1,050 lakhs (equivalent to USD 1.28 million), subject to customary closing adjustments carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the
as per the terms of the Business Sale Agreement. The slump purchase was completed on August 1, 2023, resulting in a unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
goodwill of ₹ 1,032 lakhs. The remaining amount of goodwill of ₹ 170,724 Lakhs as at March 31, 2024 (March 31, 2023: ₹ 149,758 lakhs) (relating to
the CGU) has been evaluated based on the cash flow forecasts of the related CGU and the recoverable amounts of this
The acquisitions were completed on August 1, 2023. Consequent to the acquisitions, Biz Analytica LLC has become a CGU exceeded their carrying amounts.
wholly owned step-down subsidiary of Mastek Limited and has been considered for the purpose of preparing Statement
of the Group from such date. All the identified asset and liabilities were recorded at acquisition date at fair value. 35 Capital Commitments and Contingent Liabilities
Purchase consideration I Capital commitment
As part of the Biz acquisition, the purchase consideration to be discharged in cash is as follows: Estimated amount of contracts remaining to be executed on capital account and not provided for as at March 31, 2024
Particulars Biz USA Biz India Total
is ₹ 334 lakhs (March 31, 2023: ₹ 868 lakhs).
Purchase consideration 21,625 1,050 22,675 For lease commitments, refer note 33.
Less: Adjustment for Cash^ (280) - (280)
21,345 1,050 22,395 II Contingent liabilities

^Purchase consideration is net of cash and cash equivalents acquired including contingent consideration to be paid based As at As at
Particulars
March 31, 2024 March 31, 2023
on agreed revenue and gross margin performance
1. Other money for which the Company is contingently liable
The purchase price allocation to the identified assets and liabilities assumed at the acquisition date are: In respect of disputed demands for matters under appeal with sales tax authorities ** 939 941
In respect of disputed demands for matters under appeal with income tax authorities ** ^ 562 -
Particulars Biz USA Biz India Total
Property, plant and equipment 5 18 23 Notes:

Intangible assets - - - 1. Group is contesting all of the above demands and the management believes that its positions are likely to be
Customer Contracts 580 - 580 upheld at the appellate stage. No expense has been accrued in the Consolidated financial statements for the
Customer Relationships 3,397 - 3,397 aforesaid demands. The management believes that the ultimate outcome of these proceedings are not expected
Trade receivables* 3,338 - 3,338 to have a material adverse effect on the Group’s financial position and results of operations and hence no
Financial assets* 61 - 61 provision has been made in this regard.
Other assets* 51 - 51
2. It is not practicable for the Group to estimate the timings of cash outflows, if any, in respect of the above pending
Trade payables (1,751) - (1,751)
resolution of the respective proceedings.
Financial liabilities (485) - (485)
Other liabilities (202) - (202) 3. The amounts disclosed above represent the best possible estimates arrived at on the basis of available information
Closing Indebtedness (1,384) - (1,384) and do not include any penalty payable.
Fair value of identifiable net assets 3,610 18 3,628 4. The Group does not expect any reimbursements in respect of the above contingent liabilities.
Less: Purchase Consideration (21,345) (1,050) (22,395)
5. Based on the judgement by the Honourable Supreme Court dated February 28, 2019, past provident fund liability,
Goodwill (17,735) (1,032) (18,767)
is not determinable at present, in view of uncertainty on the applicability of the judgement to the Group with
Contingent liability - - -
respect to timing and the components of its compensation structure. In absence of further clarification, the
Goodwill expected to be deductible for tax purpose - - - Group has been advised to await further developments in this matter to reasonably assess the implications on its
Consolidated financial statements, if any.

Goodwill is primarily related to growth expectations, expected future profitability, the substantial skill and expertise
of BizAnalytica’s workforce and expected synergies.

*Represents fair value of receivables and gross contractual amounts receivable. All amounts are expected to be collected.
 Mastek Limited About How We Building a Statutory Financial Shareholder
346 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 347

Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
6. The Code on Social Security, 2020 (“the Code”) relating to employee benefits during employment and post- 41 
The Group has not traded or invested in Crypto currency or Virtual currency during the current and previous year.
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 Group will 42 
The Group does not has any such transaction which is not recorded in the books of account that has been surrendered
assess the impact of the Code when it comes into effect and will record any related impact in the period the Code or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961 (such as, search or
becomes effective. survey or any other relevant provision of the Income-tax Act,1961).

** Amount outstanding as at balance sheet date represents gross demand raised by the tax authorities excluding 43 
The Group has not revalued its PPE, ROU assets and other intangible assets during the current and previous year.
amount paid under protest as it is not charged to the consolidated statement of profit and loss by the Group
44 
The Group has not been declared wilful defaulter by any bank or financial institution or any other lender for the years
^ Further in relation to AY 2011-12, there was an addition on account of transfer pricing matter which the Honorable ended March 31, 2024 and March 31, 2023.
ITAT has remanded back to the file of the Transfer Pricing Officer for fresh adjudication. Since the matter has been
remanded back, the outcome of the same cannot be ascertained at the moment. 45 The Group has complied with the number of layers prescribed under section 2(87) of the Act for the years ended March
31, 2024 and March 31, 2023.
The Company is also involved in various other litigations under income tax act with various appellate authorities on
account of transfer pricing litigations, deductions u/s 10A, u/s 10AA, u/s 80HHE, u/s 40(a)(i), claim of foreign tax credit, 46 The Group has not entered into any scheme of arrangement in terms of section 230 to 237 of the Act for the year
other allowance/disallowance u/s 37 of the Income-tax Act, 1961. These matters are pending before various income tax ended March 31, 2024 and March 31, 2023.
appellate authorities and the management and its tax advisors expect that its tax position will likely be upheld, and
will not have a material adverse effect on the Company’s financial position and result of operations. For these cases, 47 The Group has not given any loan or advance in the nature of loan to its subsidiary or other entity during the year
the possibility of an outflow of resources embodying economic resources is remote according to the management and ended March 31, 2024 and March 31, 2023.
hence the same is not disclosed as a contingent liability. Therefore, disclosure under Regulation 53(1)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is not applicable.
36 Utilisation of borrowed funds and share premium (for the years ended March 31, 2024 and
March 31, 2023) 48 
As per the transfer pricing rules, the Group has examined international transactions and documentation in respect
(i) The Group has not advanced or loaned or invested funds to any person or any entity, including foreign entities thereof to ensure compliance with the said rules. The management does not anticipate any material adjustments with
(Intermediaries) with the understanding that the intermediary shall: regard to the transactions involved.

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by a or 49 MCA has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts)
on behalf of the Group (Ultimate Beneficiaries); or Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies, which uses accounting
(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries. software for maintaining its books of account, shall use only such accounting software which has a feature of recording
audit trail of each and every transaction, creating an edit log of each change made in the books of account along with
(ii) The Group has not received any fund from any person or any entity, including foreign entities (Funding Party) with the date when such changes were made and ensuring that the audit trail cannot be disabled.
the understanding (whether recorded in writing or otherwise) that the Group shall:
During the current year, the audit trail (edit logs) feature for any direct changes made at the database level was not
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by a or enabled for the accounting software SAP ECC6 used for maintenance of books of account.
on behalf of the Funding Party (Ultimate Beneficiaries); or
50 
There are no subsequent events which warrants adjustment or disclosure in the consolidated financial statements.
(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 Act or section 560 of Companies Act, 1956.

38 
The Group has not granted any loan or advance in the nature of loan, during the current and previous year, to
promoters, directors, KMPs or other related parties, either severally or jointly with any other person, that is repayable
on demand or without specifying any terms or period of repayment. Also, no such loan or advance in nature of loan is
outstanding as at March 31, 2024 and March 31, 2023.

39 
The Group is not holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)
and rules made thereunder as at March 31, 2024 and March 31, 2023. Further, no proceedings have been initiated or
pending against the Group for holding any benami property under the said act and rules mentioned above for the years
ended March 31, 2024 and March 31, 2023.

40 The Group does not have any charge or satisfaction which is yet to be registered with ROC beyond the statutory period
as at March 31, 2024 and March 31, 2023.
 Mastek Limited About How We Building a Statutory Financial Shareholder
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Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
51 Disclosure mandated by Schedule III to the act by way of additional information for the year ended 52 Disclosure mandated by Schedule III to the act by way of additional information for the year ended
March 31, 2024 March 31, 2023
Net Assets i.e. Net Assets i.e.
Share in total Share in Profit or Share in total
Total Assets-Total Share in Profit or Loss Share in OCI Total Assets-Total Share in OCI
comprehensive income Loss comprehensive income
Liabilities Liabilities
Country of As a % of Country of As a % of
Name of Entities As a % of Name of Entities As a % of
Incorporation As a % of As a % of consolidated Incorporation As a % of As a % of consolidated
₹ in consolidated ₹ in ₹ in ₹ in ₹ in consolidated ₹ in ₹ in ₹ in
consolidated consolidated total consolidated consolidated total
Lakhs profit or Lakhs Lakhs Lakhs Lakhs profit or Lakhs Lakhs Lakhs
net assets OCI comprehensive net assets OCI comprehensive
loss loss
income income
A. Parent A. Parent
Mastek Limited India 38.9% 81,789 37.6% 11,295 -33.1% (655) 33.2% 10,640 Mastek Limited India 42.9% 72,194 42.1% 12,335 (2.1%) (137) 34.0% 12,198
B. Direct Subsidiaries B. Direct Subsidiaries
India India
Mastek Enterprise Solutions Private India (13.8%) (29,088) 11.3% 3,397 7.0% 139 11.0% 3,536 Mastek Enterprise Solutions Private India (22.4%) (37,664) 13.2% 3,874 2.0% 128 11.2% 4,002
Limited (Formerly known as Trans Limited (Formerly known as Trans
American Information Systems American Information Systems
Private Limited)(2) (3) Private Limited)(2) (3)
Meta Soft Tech Systems Private India 0.7% 1,388 2.4% 712 (4.0%) (79) 2.0% 633 Meta Soft Tech Systems Private India 0.3% 460 1.5% 439 0.2% 13 1.3% 452
Limited(4) Limited(4)
Foreign Foreign
Mastek (UK) Limited UK 52.4% 110,157 56.2% 16,871 21.4% 424 54.0% 17,295 Mastek (UK) Limited UK 54.6% 91,839 49.1% 14,394 (12.2%) (801) 37.9% 13,593
C. Indirect Subsidiaries C. Indirect Subsidiaries
Foreign Foreign
Mastek, Inc.(1) USA (4.8%) (9,981) (14.4%) (4,326) (37.2%) (736) (15.8%) (5,062) Mastek, Inc.(1) USA (2.9%) (4,919) (13.1%) (3,840) (14.4%) (942) (13.3%) (4,782)
Trans American Information USA 1.6% 3,275 (5.8%) (1,736) 4.8% 95 (5.1%) (1,641) Taistech LLC(3) USA 0.0% - 0.0% - 0.0% - 0.0% -
Systems Inc. Trans American Information USA 2.9% 4,916 (5.6%) (1,641) 9.9% 650 (2.8%) (991)
Mastek Digital Inc Canada 0.1% 290 (0.7%) (223) 0.4% 8 (0.7%) (215) Systems Inc.
Evolutionary Systems Consultancy Abu Dhabi (2.1%) (4,407) (4.7%) (1,415) 0.8% 16 (4.4%) (1,399) Mastek Digital Inc Canada 0.3% 505 0.1% 27 0.0% 2 0.1% 29
LLC Evolutionary Systems Consultancy Abu Dhabi (1.8%) (3,008) (6.9%) (2,010) (0.3%) (18) (5.7%) (2,028)
Mastek Systems Pty Ltd (Formerly Australia 1.5% 3,113 1.0% 294 (2.2%) (43) 0.8% 251 LLC
known as Evolutionary Systems Pty Mastek Systems Pty Ltd (Formerly Australia 1.5% 2,557 (0.9%) (272) (1.2%) (81) (1.0%) (353)
Ltd)(2) known as Evolutionary Systems Pty
Mastek Systems Bahrain SPC Bahrain 0.4% 916 1.1% 338 0.7% 13 1.1% 351 Ltd)(2)
(Formerly known as Evolutionary Mastek Systems Bahrain SPC Bahrain 0.3% 565 (0.4%) (130) 1.1% 72 (0.2%) (58)
Systems Bahrain WLL) (Formerly known as Evolutionary
Mastek Arabia FZ LLC Dubai 0.5% 1,070 (4.7%) (1,415) 31.6% 624 (2.5%) (791) Systems Bahrain WLL)
Mastek Arabia Systems Egypt LLC Egypt 0.1% 310 0.7% 202 (7.8%) (155) 0.1% 47 Mastek Arabia FZ LLC Dubai 1.1% 1,860 (3.6%) (1,059) 51.5% 3,369 6.4% 2,310
(Formerly known as Evolutionary Mastek Arabia Systems Egypt LLC Egypt 0.2% 263 0.7% 213 (1.8%) (118) 0.3% 95
Systems Egypt LLC) (Formerly known as Evolutionary
Evosys Kuwait WLL Kuwait 0.4% 856 0.4% 131 0.5% 10 0.4% 141 Systems Egypt LLC)
Evosys Consultancy Services Malaysia 0.3% 710 (0.0%) (12) (1.8%) (36) (0.1%) (48) Evosys Kuwait WLL Kuwait 0.4% 716 2.1% 611 0.3% 20 1.8% 631
(Malaysia) SDN. BHD(2) Evosys Consultancy Services Malaysia 0.4% 713 0.4% 123 0.3% 19 0.4% 142
Newbury Cloud, Inc(2) USA 0.1% 181 0.1% 21 0.2% 3 0.1% 24 (Malaysia) SDN. BHD(2)
Evolutionary Systems BV(2) Netherlands 1.9% 4,091 (0.5%) (141) 0.9% 17 (0.4%) (124) Newbury Cloud, Inc(2) USA 0.1% 110 (0.2%) (58) 0.2% 12 (0.1%) (46)
Evolutionary Systems Qatar WLL(2) Qatar 0.4% 846 0.3% 86 1.0% 19 0.3% 105 Evolutionary Systems BV(2) Netherlands 2.2% 3,681 2.6% 750 3.2% 212 2.7% 962
Evolutionary Systems Saudi LLC(2) Saudi 2.6% 5,495 3.9% 1,175 3.0% 59 3.9% 1,234 Evolutionary Systems Qatar WLL(2) Qatar 0.4% 688 (0.9%) (250) 0.9% 62 (0.5%) (188)
Mastek Systems (Singapore) Singapore (0.2%) (524) (0.5%) (156) 0.0% - (0.5%) (156) Evolutionary Systems Saudi LLC(2) Saudi 2.4% 3,964 5.7% 1,669 3.8% 247 5.3% 1,916
PTE. LTD. (Formerly known as Mastek Systems (Singapore) PTE. LTD. Singapore (0.2%) (321) (0.8%) (246) (0.2%) (15) (0.7%) (261)
Evolutionary Systems (Singapore) (Formerly known as Evolutionary
PTE. LTD). (2) Systems (Singapore) PTE. LTD).(2)
Mastek Systems Company Limited- UK 14.7% 30,981 12.6% 3,770 41.1% 812 14.3% 4,582 Mastek Systems Company Limited- UK 13.8% 23,266 14.9% 4,379 10.1% 659 14.1% 5,038
UK (Formerly known as Evolutionary UK (Formerly known as Evolutionary
Systems Company Limited (UK))(2) Systems Company Limited (UK))(2)
Evolutionary Systems Corp.(2) USA 1.3% 2,760 3.3% 981 1.5% 30 3.2% 1,011 Evolutionary Systems Corp.(2) USA 0.9% 1,443 (5.2%) (1,522) 2.6% 171 (3.8%) (1,351)
Evolutionary Systems Canada Canada 0.0% 60 0.1% 30 0.1% 1 0.1% 31 Evolutionary Systems Canada Limited Canada 0.0% - 0.1% 23 0.0% - 0.1% 23
Limited
MetasoftTech Solutions LLC(4) USA 2.7% 4,513 5.1% 1,492 46.2% 3,021 12.6% 4,513
MetasoftTech Solutions LLC(4) USA 3.4% 7,092 5.2% 1,573 65.7% 1,300 9.0% 2,873
Total 100% 168,341 100% 29,301 100% 6,545 100% 35,846
BizAnalytica Solutions LLC(6) USA (0.6%) (1,331) (4.7%) (1,423) 5.6% 111 (4.1%) (1,312)
D. Non Controlling Interest (NCI)(4) 9,110 1,726 39 1,765
Total 100% 210,049 100% 30,029 100% 1,977 100% 32,006
D. Non Controlling Interest (NCI)(2) - 1,068 103 1,171

All the amounts mentioned above are after considering the elimination and consolidation adjustments.
 Mastek Limited About How We Building a Statutory Financial Shareholder
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Summary of Material Accounting Policy and Other Summary of Material Accounting Policy and Other
Explanatory Information as at and for the year ended March 31, 2024 Explanatory Information as at and for the year ended March 31, 2024
(₹ in lakhs)
(1) Formally known as Digility, Inc. 53 
The consolidated financial statements as at and for the year ended March 31, 2024 were approved by the Board of
(2) Non Controlling Interest (NCI), refer note 10.1. Directors on 26 April 2024.
(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. 54 
Previous year figures have been regrouped, reclassified and rearranged wherever necessary, to confirm to this year’s
(4) Acquired 100% with effect from August 01, 2022 (refer note 34(b)). presentation, and these are not material to the consolidated financial statements.
(5) All the amounts mentioned above are after considering the elimination and consolidation adjustments.
(6) Acquired 100% with effect from August 01, 2023 (refer note 34(c)). These are the material accounting policy information and other explanatory information referred to in our report of even date
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
52.1 Financial information of subsidiaries that have material non-controlling interests: Chartered Accountants
Firm Registration No.: 001076N/
The Group has Mastek Enterprise Solutions Private Limited (‘MESPL’) (formerly known as Trans American Information N500013
Systems Private Limited), which is the only subsidiary with non-controlling interests that is material to the Group. Ashank Desai Rajeev Grover
Chairman Director
DIN: 00017767 DIN: 00058165
Proportion of total share capital held by non-controlling interests: Adi P. Sethna Place: New York, USA Place: Vancouver, Canada
Country of Partner
As at As at Membership No.: 108840 Hiral Chandrana Arun Agarwal Dinesh Kalani
Name incorporation and
March 31, 2024 March 31, 2023
operation Chief Executive Officer Global Chief Financial officer Sr. Vice President – Group Company Secretary
Place: Mumbai, India Place: Chicago, USA Place: Mumbai, India (Membership Number: FCS 3343)
Mastek Enterprise Solutions Private Limited ('MESPL') (formerly known as India 0% 10.00%
Date: April 26, 2024 Place: Miami, USA
Trans American Information Systems Private Limited)

As at As at
Particulars
March 31, 2024 March 31, 2023

Current assets - 18,905

Non-current assets - 40,913
Current liabilities - 5,758
Non-current liabilities - 1,796
Revenue from operations - 39,990
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, 2024 March 31, 2023

Cash and cash equivalents at the beginning of the year - 1,293

Increase/(Decrease) in cash and cash equivalents during the year - (231)
Cash and cash equivalents at the end of the year - 1,062
 Mastek Limited About How We Building a Statutory Financial Shareholder
352 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 353

MASTEK LIMITED time being in force], the Companies (Appointment and premium account of the Company, whichever is higher,
(CIN: L74140GJ1982PLC005215) Qualifications of Directors) Rules, 2014 and Regulation but upto a maximum of ` 1250,00,00,000 (Indian
Registered Office: 804/805, President House, Opp. C. N. Vidyalaya, 17 and any other applicable provisions of the Securities Rupees One Thousand Two Hundred Fifty Crores).
Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006, Gujarat. and Exchange Board of India (Listing Obligations and
 ESOLVED FURTHER THAT the board of directors of
R
E mail: [email protected]; Website: www.mastek.com; Disclosure Requirements) Regulations, 2015 (‘SEBI
the Company (including any committee or any other
Tel: +91-79-4855-6432. Listing Regulations’), as amended from time to time,
persons authorised by the board of directors) be and
Mr. Rajeev Kumar Grover (DIN: 00058165), who was
is hereby authorised to decide the terms, tenure,
NOTICE TO MEMBERS appointed as an Independent Director of the Company
voting rights, dividend rights, rate of interest and other
for a term of 5 (five) consecutive years upto January
42ND ANNUAL GENERAL MEETING conditions for the above mentioned loan, guarantee,
27, 2025 and who being eligible for re-appointment
NOTICE IS HEREBY GIVEN THAT THE 42ND ANNUAL GENERAL MEETING (“AGM”) OF MASTEK LIMITED (“THE COMPANY”) security, investments etc. from time to time including
as an Independent Director, has given his consent
WILL BE HELD ON FRIDAY, SEPTEMBER 20, 2024 AT 5:00 P.M. (IST THROUGH VIDEO CONFERENCING (“VC”) / OTHER to disinvest, sell or transfer the investments, securities,
along with a declaration that he meets the criteria
AUDIO VISUAL MEANS (“OAVM”) ORGANISED BY THE COMPANY WITHOUT IN-PERSON PRESENCE OF SHAREHOLDERS TO give revocable or irrevocable guarantee and securities,
for independence under Section 149(6) of the Act and
TRANSACT THE FOLLOWING BUSINESS: do such actions and deeds as may be necessary
the Rules framed thereunder and Regulation 16(1)(b)
for obtaining approvals, statutory, contractual or
of the SEBI Listing Regulations and in respect of whom
Ordinary Business Board at its meeting held on January 19, 2024, and paid on otherwise, in relation to the above and to settle all
the Company has received a Notice in writing from a
February 8, 2024, be and is hereby ratified and confirmed. matters arising out of and incidental thereto including,
Member under Section 160(1) of the Act proposing his
1. Adoption of the Annual Audited Financial to sign, execute and register all deeds, agreements,
RESOLVED FURTHER THAT a Final Dividend of ` 12 per candidature for the office of Director and considering
Statements and Reports thereon undertakings, applications, representation, docu-
equity share (on Face Value of ` 5.00 each) for the Financial the independence, review of annual performance
To receive, consider and adopt Audited Standalone ments and writings that may be required, on behalf of
Year 2023-24 as recommended by the Board of Directors and based on recommendation of the Nomination
Financial Statements of the Company for the Financial the Company and also to delegate the powers to the
be and is hereby declared and the same be paid out of the & Remuneration Committee , be and is hereby re-
Year ended March 31, 2024, together with the Reports other persons, for matter incidental or necessary, and
profits of the Company to the eligible equity shareholders.” appointed as an Independent Director of the Company,
of the Board of Directors and the Statutory Auditors generally to do all such acts, deeds, and steps that may
not liable to retire by rotation, to hold office for a
thereon and the Audited Consolidated Financial be necessary, proper, expedient or incidental for the
3. Re-appointment of Director retiring by rotation second term of 3 (three) consecutive years on the
Statements of the Company for the Financial Year purpose of giving effect to the aforesaid resolution.
Board of the Company commencing from January 28,
ended March 31, 2024, together with the Report of the To appoint a Director in place of Mr. Ketan Mehta
2025 upto January 27, 2028 (both days inclusive).  ESOLVED FURTHER THAT a copy of the above
R
Statutory Auditors thereon. (DIN: 00129188), Non - Executive / Non - Independent
resolution certified by any one of the directors of
Director who retires by rotation in terms of Section 152 
RESOLVED FURTHER THAT the Board of Directors of
To consider and if thought fit, to pass the following the Company or the company secretary be submitted
of the Companies Act, 2013 and being eligible, offers the Company (including its Committee thereof) and/or
resolution as Ordinary Resolutions: with all such authorities or parties as may be required
himself for re-appointment. the Company Secretary, be and is hereby authorised to
from time to time in order to give effect to the
do all such acts, deeds, matters and things as may be
Ordinary Resolution To consider and if thought fit, to pass the following above resolution.
necessary, expedient and desirable for the purpose of
resolution as an Ordinary Resolution:
“RESOLVED THAT the Audited Standalone Financial giving effect to this resolution.”  ESOLVED FURTHER THAT (a) all actions taken by
R
Statements of the Company for the Financial Year ended the board of directors of the Company (including any
Ordinary Resolution
March 31, 2024, together with the Reports of the Board of 5. Approval for loans/ investments/ corporate committee or any other persons authorised by the
Directors and the Statutory Auditors thereon, be and are “RESOLVED THAT pursuant to provisions of Section 152 guarantees by the Company in excess of the limits board of directors) and (b) the consent of the members
hereby received, considered and adopted. and other applicable provisions of the Companies Act, 2013, prescribed under the Companies Act, 2013 of the Company, in connection with any matter
(including any statutory modification(s) or re-enactment(s) referred to or contemplated in this resolution, be and
RESOLVED FURTHER THAT the Audited Consolidated To consider and if thought fit, to pass the following
thereof, for the time being in force), the approval of the are hereby approved, ratified and confirmed in all
Financial Statements of the Company for the Financial Year Resolution as a Special Resolution:
Members of the Company, be and is hereby accorded, for respects.”
ended March 31, 2024, together with the Report of the the re-appointment of Mr. Ketan Mehta (DIN: 00129188), as “RESOLVED THAT pursuant to Section 186 of the
Statutory Auditors thereon, be and are hereby received, a Director, liable to retire by rotation.” Companies Act, 2013 and the other applicable By Order of the Board of Directors
considered and adopted.” provisions of the Companies Act, 2013 and the rules For Mastek Limited
SPECIAL BUSINESS: and regulations notified thereunder, and in accordance
2. Confirmation of Interim Dividend payment and with the articles of association of the Company, and Dinesh Kalani
declaration of a Final Dividend 4. Re-appointment of Mr. Rajeev Kumar Grover (DIN: in super cession of all resolutions passed earlier in this Sr. Vice President – Group Company Secretary
To confirm the payment of Interim Dividend of ` 7 per 00058165) as an Independent Director of the behalf, the Company be and is hereby authorised: (a) (Membership Number: FCS 3343)
equity share and also to declare a Final Dividend of `12 Company to give loans to body corporates and/or persons or
per equity share (on Face Value of ` 5.00 each) for the To consider and if thought fit, to pass the following such entities; and (b) to give guarantees and provide Date: July 18, 2024
Financial Year 2023–24. Resolution as a Special Resolution: security in connection with loans to any other body Place: Mumbai
corporates and persons; and (c) to acquire by way of Registered Officer: 804/805, President House, Opp.
To consider and if thought fit, to pass the following “RESOLVED THAT pursuant to the provisions of
subscription, purchase and otherwise, the securities C. N. Vidyalaya, Near Ambawadi Circle,
resolution as an Ordinary Resolution: Sections 149, 150 and 152 and other applicable
and shares of any other companies or body corporates, Ambawadi, Ahmedabad – 380 006, Gujarat.
provisions, if any, read along with Schedule IV to the
Ordinary Resolution which exceed 60% of the paid-up share capital, free
Companies Act, 2013 (‘the Act’) [including any statutory
“RESOLVED THAT Interim Dividend at the rate of ` 7.00 per reserves and securities premium account of the
modification(s) or re-enactment(s) thereof for the
equity share (on Face Value of ` 5.00 each), approved by the Company or 100% of the free reserves and securities
 Mastek Limited About How We Building a Statutory Financial Shareholder
354 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 355

NOTES: Company. As this AGM is being held pursuant through physical form are requested to furnish Form ISR-1, The aforesaid declaration and document needs to
VC/OAVM, physical attendance of shareholders has Form ISR-2 and SH-13 (available on the Company’s be submitted by the Members. For the detailed
1. An Explanatory Statement pursuant to Section 102
been dispensed with and pursuant to the MCA Circulars website) to update KYC and choice of Nomination process and instructions, please click on the
of the Companies Act, 2013 (“the Act”) setting
and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ (in case the same are not already updated), to Company’s website here – https://www.mastek.
out material facts concerning the Special Business
CIR/2023/167 dated October 7, 2023 (in continuation KFin Technologies Limited (“KFintech”), Selenium com/investors.
mentioned under item No. 4 and 5 to be transacted
with the Circulars issued earlier in this regard) (“SEBI Tower B, Plot Nos. 31 & 32, Financial District,
at the AGM is annexed hereto and forms part of Nanakramguda, Serilingampally, Hyderabad - 5. Members who wish to claim Dividends, which remain
this Notice. The relevant details as required by Circulars”), the facility for appointment of proxies
500032, who are the Company’s Registrar and unclaimed, are requested to correspond with the
Regulation 36(3) of the SEBI (Listing Obligations and by the shareholders will not be available for the AGM
Share Transfer Agents, so as to reach them latest Company’s RTA for releasing the same, only through
Disclosure Requirements) Regulations, 2015 (“SEBI and hence the Proxy Form, Attendance Slip and Route
before the Book Closure Date as mentioned banking channels before the due dates of transfer to
Listing Regulations”) and as required under Secretarial Map are not annexed to this Notice. However, the
above. Alternatively, members may send the the Investor Education and Protection Fund Authority.
Standard – 2 on General Meetings issued by the Body Corporates are entitled to appoint authorised
documents by email to KFintech at einward.
Institute of Company Secretaries of India, in respect of representatives to attend the AGM through VC / OAVM The details of such unclaimed dividends are
[email protected] or upload properly on their
Directors seeking re-appointment at the 42nd AGM are and participate at the AGM and cast their votes through webportal https://ris.kfintech.com, provided available on the Company’s website at www.
also annexed hereto as “Annexure A”. e-voting. in both cases the documents furnished shall mastek.com. Members are requested to note that
be required to have the digital signature of the dividend remaining unclaimed for consecutive
2. The Ministry of Corporate Affairs ("MCA") has vide its 5. In the case of joint holders attending the AGM, only
the holders. period of 7 (seven) years from the date of transfer
General Circular No. 09/2023 dated September 25, such joint holder who is higher in the order of names
to the Company’s Unpaid Dividend Account shall be
2023 (in continuation with the circulars issued earlier will be entitled to vote.
In respect of members holding shares in demat transferred to the Investor Education and Protection
in this regard) in relation to "Clarification on holding 6. Facility to join the AGM shall be opened 30 minutes mode, the details as would be furnished by the Fund (“IEPF”). In addition, all underlying shares in
of Annual General Meeting ("AGM") through Video before the scheduled time of the AGM and shall be kept Depositories as on the Book Closure Date will respect of which dividend has not been paid or claimed
Conferencing (VC) or Other Audio-Visual Means (OAVM)", open for the Members throughout the proceedings of be considered by the Company. Hence, members for 7 (seven) consecutive years or more shall also be
(collectively referred to as "MCA Circulars") permitted the AGM. The procedure to join the AGM is mentioned holding shares in demat mode are requested transferred by the Company to the Demat Account of
the holding of the AGM through VC/OAVM, without in the “Instructions for electronic voting by Members” to update their details with their Depository the IEPF Authority within a period of 30 (thirty) days of
the physical presence of the Members at a common annexed hereto. Participants directly at the earliest. such underlying shares becoming due to be transferred
venue. In compliance with the MCA Circulars, the AGM to the IEPF Authority.
of the Company is being held through VC /OAVM. The 7. The Company has engaged the services of National
4. TDS on dividend
meeting shall be deemed to be held at the registered Securities Depository Limited (“NSDL”) as the In the event of the transfer of underlying shares
authorised agency for conducting of the AGM through In terms of the provisions of the Income-tax Act, 1961, and the unclaimed dividends to the IEPF Authority,
office of the Company at 804 / 805, President
VC/ OAVM facility and for providing electronic voting dividend paid or distributed by a Company shall be Members are entitled to claim the same from the IEPF
House, Opp. C. N. Vidyalaya, Near Ambawadi Circle,
(“e-voting”) facility to its members, to exercise their taxable in the hands of the Members. The Company Authority by submitting an online application in the
Ambawadi, Ahmedabad ‑ 380 006, Gujarat.
votes through the remote e-voting and e-voting at shall, therefore, be required to deduct TDS at the time prescribed Form IEPF-5 (available on www.iepf.gov.in)
3. In accordance with the MCA Circulars and SEBI the AGM. of payment of dividend at the applicable tax rates. and sending a physical copy of the same duly signed
Circulars, the Notice of the AGM along with the Annual to the RTA of the Company along with the requisite
The rate of TDS would depend upon the category and
Report of F.Y. 2023-24 is being sent by electronic Instructions Related to the (i) Payment of Final Dividend documents enumerated in Form IEPF-5. Members can
residential status of the Member.
mode to those Members whose e-mail addresses are for the Financial Year Ended March 31, 2024, (ii) file only one consolidated claim in a Financial Year as
registered with the Company/National Securities Investor Education and Protection Fund (“IEPF”) and (iii) • For Resident Members, taxes shall be deducted at per the IEPF Rules.
Depository Limited ("NSDL") and the Central Depository RTA related. source under Section 194 of the Income Tax Act
Services (India) Limited ("CDSL"), collectively as follows: Pursuant to the applicable provisions of the Act, read
1. Pursuant to Section 91 of the Act, the Register of with Investor Education and Protection Fund Authority
"Depositories" on or before the cut-off date Friday,
Members and Share Transfer Books will remain - Members having valid PAN 10% or as notified (Accounting, Audit, Transfer and Refund) Rules, 2016,
August 23, 2024.
closed from Thursday, September 19, 2024 to Friday, by the Government of India (including any statutory modification(s) and / or
Members may note that the AGM Notice along with September 20, 2024 (both days inclusive). reenactment(s) thereof for the time being in force),
- Members not having valid PAN 20% or as
Annual Report of F.Y. 2023-24 is also available on the following table represents dividend and the number
2. If the Final Dividend, as recommended by the Board notified by the Government of India
Company’s website at www.mastek.com, websites of of equity shares transferred to demat account of IEPF
of Directors, is approved at the AGM, payment of such
the Stock Exchanges i.e. BSE Limited and National Stock However, No TDS will be deducted on the dividend, Authority during the year under review:
dividend subject to Deduction of Tax at Source (“TDS”)
Exchange of India Limited at www.bseindia.com and if the total dividend received by Members during the
will be made within the statutory time limit of 30 days:
www.nseindia.com respectively. Financial Year 2024-25 does not exceed ` 5,000, also in Financial Year- to
Unpaid dividend amount No. of underlying
Transferred to IEPF Shares transferred
a) to those Members whose names appear on cases where a Member provides Form 15G (applicable which it pertains
Account(`) to IEPF Authority
Members attending the Meeting through VC/OAVM will
the Register of Members of the Company on to resident individual) / Form 15H (applicable to a 2015-2016 267,036 612
be counted for the purposes of Quorum under Section
Wednesday, September 18, 2024 after giving resident individual above the age of 60 years), provided
103 of the Act. 2016-2017 1,47,883 1,341
effect to valid transmission requests and that the eligibility conditions as prescribed under the
In case any Member is desirous of obtaining hard copy transpositions lodged with the Company as of the Act are met. Tentative due dates for transfer to IEPF Authority
of the Annual Report for the Financial Year 2023-24 close of business hours, and, (including the current Financial Year 2024-25), of
• Non-resident Members can avail beneficial rates
and Notice of the 42nd AGM of the Company, may send the unclaimed / unpaid dividends from the Financial
b) in respect of shares held in electronic form, on under tax treaty between India and their country
request to the Company’s email address at investor_ Year 2016-17 and thereafter, the details of same are
the basis of beneficial ownership as per the details of residence, subject to providing necessary
[email protected] mentioning Folio No. / DP ID available in the Corporate Governance Report which
furnished by the National Securities Depository documents i.e. No Permanent Establishment
and Client ID. forms part of this Annual Report.
Limited (NSDL) and Central Depository Services and Beneficial Ownership Declaration, Tax
4. Pursuant to the provisions of the Act, a shareholder (India) Limited (CDSL) at the close of business Residency Certificate, Form No. 10F, or any other 6. Members may please note that SEBI vide its Circular
entitled to attend and vote at the AGM is entitled to hours on Wednesday, September 18, 2024. document which may be required to avail the tax No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated
appoint a proxy to attend and vote on his/her behalf treaty benefits. January 25, 2022 has mandated the Listed Companies
3. For the purpose of updation of KYC and choice
and the proxy need not be a shareholder of the to issue securities in dematerialised form only while
of Nomination for members holding shares in
 Mastek Limited About How We Building a Statutory Financial Shareholder
356 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 357

processing service requests viz. Issue of duplicate Other Notes: 7. Pursuant to the provisions of Section 108 of the Act, Scrutiniser to scrutinise the e-voting process in a
securities certificate; claim from unclaimed suspense 1. The Members, desiring any information relating to read with the corresponding Rules made thereunder, fair and transparent manner.
account, renewal/exchange of securities certificate; the Accounts, are requested to write to the Company and Regulation 44 of the SEBI Listing Regulations, and
v. The voting rights of Members shall be in
endorsement; sub-division/splitting of securities Secretary at [email protected] (at least the Secretarial Standards issued by the Institute of
proportion to their shares in the paid-up equity
certificate; consolidation of securities certificates/ 7 days in advance) to enable us to keep the requisite Company Secretaries of India, the Company is providing
share capital of the Company as on the cut-
folios; transmission and transposition. Accordingly, information ready and the same will be replied by the a facility to its Members to exercise their votes
off date.
Members are requested to make service requests by Company suitably at the AGM. electronically through the e-voting facility provided
submitting a duly filled and signed Form ISR - 4, the by the NSDL. Members who have cast their votes by vi. Any person holding shares in physical form and
format of which is available on the Company's website 2. The Register of Directors and Key Managerial Personnel remote e-voting prior to the AGM may participate in non-individual shareholders, who acquires shares
and on the website of the Company's RTA. It may be and their shareholding maintained under Section 170 of the AGM but shall not be entitled to cast their votes of the Company and becomes a Member of the
noted that any service request can be processed only the Act and the Register of Contracts or Arrangements again. The manner of voting remotely by Members Company after sending of the Notice and holding
after the folio is KYC Compliant. in which Directors are interested, maintained under holding shares in dematerialised form, physical form shares as of the cut-off date, may obtain the User
Section 189 of the Act and the Certificate from and for Members who have not registered their e-mail ID and Password by sending a request at evoting@
7. In terms of Regulation 40(1) of SEBI Listing Regulations, Secretarial Auditors of the Company certifying that the ID is provided in the “Instructions for electronic nsdl.com. However, if he/ she is already registered
as amended from time to time, transfer, transmission ESOP Schemes of the Company are being implemented voting by Members” which forms part of this Notice. with NSDL for remote e-voting then he/she can
and transposition of securities shall be effected only in accordance with the SEBI (Share Based Employee use his/her existing User ID and Password for
in dematerialised form. In view of the same and to Benefits) Regulations, 2021, as amended, and in Instructions for e-voting and joining the AGM are as casting the vote. In case of individual shareholders
eliminate all risks associated with physical shares and accordance with the resolutions passed by the Members follows: holding securities in dematerialised mode and
avail various benefits of dematerialisation, Members of the Company is available for inspection by the
(A) VOTING THROUGH ELECTRONIC MEANS who acquires shares of the Company and becomes
are advised to consider dematerialise their shares held Members. Members seeking to inspect such documents a Member of the Company after sending of the
by them in physical form. can send an e-mail to [email protected] i. In compliance with the provisions of Section 108 Notice and holding shares as of the cut-off date
8. Members holding shares in physical form, in identical from their registered e-mail address. of the Act, read with Rule 20 of the Companies may follow steps mentioned below under "Login
order of names, in more than one folio are requested (Management and Administration) Rules, 2014, method for remote e-voting and joining virtual
3. The Board has appointed P. Mehta & Associates,
to intimate to the Company/ RTA, the details of as amended from time to time, Regulation 44 of meeting for individual shareholders holding
Practicing Company Secretaries represented by
such folios together with the share certificates the SEBI Listing Regulations and in terms of SEBI securities in dematerialised mode."
Mr. Prashant Mehta, as the Scrutiniser to scrutinise the
along with the requisite KYC Documents for Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242
e-voting process in a fair and transparent manner. Any vii. The details of the process and manner for remote
consolidating their holdings in one folio. Requests for dated December 9, 2020 in relation to "e-voting
person who becomes a Member of the Company after e-voting are explained herein below:
consolidation of share certificates shall be processed in Facility Provided by Listed Entities", the Members
the dispatch of this Notice and holding shares as on
dematerialised form. are provided with the facility to cast their vote The way to vote electronically on NSDL e-voting
the Cut-off Date may obtain the login ID and password
electronically, through the e-voting services system consists of "Two Steps" which are
9. As per the provisions of Section 72 of the Act, the by sending a request at [email protected], to cast
provided by NSDL, on all the resolutions set forth mentioned below:
facility for making nomination is available for the his/ her vote. A person who is not a Member as on the
in this Notice. The instructions for e-voting are
Members in respect of the shares held by them. Cut-off Date should treat this Notice for information Step 1: Access to NSDL e-voting system
given herein below.
Members who have not yet registered their nomination purpose only.
ii. The remote e-voting period commences on Step 2: Cast your vote electronically on NSDL
are requested to register the same by submitting Form 4. The Chairman shall at the AGM, allow voting, by use
Tuesday, September 17, 2024 (9:00 a.m. IST) e-voting system.
No. SH-13. If a Member desires to opt out or cancel the of remote e-Voting system for all those Members who
earlier nomination and record a fresh nomination, he/ and ends on Thursday, September 19, 2024 (5:00 Details on Step 1 are mentioned below :
are present during the AGM through VC / OAVM, but
she may submit the same in Form ISR-3 or SH-14 as the p.m. IST). During this period, Members holding
have not cast their votes earlier by availing the remote
case may be. The said forms can be downloaded from shares either in physical form or in dematerialised I) Login method for remote e-voting and joining the
e-Voting facility. The remote e-Voting module during
the Company's website. Members are requested to form, as on Friday, September 13, 2024, i.e. cut- virtual meeting for individual shareholders holding
the AGM, shall be disabled automatically for voting, 15
submit the said details to their DP in case the shares off date, may cast their vote electronically. securities in dematerialised mode
minutes after the conclusion of the AGM.
are held by them in dematerialised form and to RTA in The e-voting module shall be disabled by NSDL Pursuant to SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/
case the shares are held in physical form. 5. The Scrutiniser shall, after the conclusion of voting at
for voting thereafter. Members have the option 2020/242 dated December 9, 2020, on "e-voting facility
the AGM, first count the votes cast during the AGM
10. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/ to cast their vote on any of the resolutions using provided by Listed Companies", e-voting process has
and, thereafter, unblock the votes cast through remote
CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/ the remote e-voting facility, either during the been enabled to all the individual demat account
e-Voting and shall make, not later than 2 working
OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read period commencing from Tuesday, September holders, by way of single login credential, through
days from the conclusion of the AGM, a Consolidated
with Master Circular No. SEBI/HO/ OIAE/OIAE_IAD- 17, 2024 and to Thursday, September 19, 2024, their demat accounts/ websites of Depositories/DPs to
Scrutiniser’s Report of the total votes cast in favour or
1/P/ CIR/2023/145 dated July 31, 2023 (updated as on or e-voting during the AGM. Members who are increase the efficiency of the voting process. Individual
against, if any, and will submit it to the Chairman or
August 11, 2023), has established a common Online present at the AGM and have not voted earlier on demat account holders would be able to cast their
Company Secretary in writing.
Dispute Resolution Portal ("ODR Portal") for resolution some of the resolutions, are also eligible to vote vote without having to register again with the e-voting
of disputes arising in the Indian Securities Market. 6. The Results declared, along with the Scrutiniser’s on the remaining resolutions during the AGM. service provider ("ESP") thereby not only facilitating
Report, shall be placed on the Company’s website at seamless authentication but also ease and convenience
Pursuant to above-mentioned circulars, post exhausting iii. The Members who have cast their vote by remote
www.mastek.com and on the website of NSDL at www. of participating in e-voting process. Shareholders are
the option to resolve their grievances with the RTA/ e-voting prior to the AGM may also attend/
evoting.nsdl.com, immediately after the declaration advised to update their mobile number and e-mail ID
Company directly and through existing SCORES participate in the AGM through VC/OAVM but
of the result by the Chairman or Company Secretary with their DPs to access e-voting facility.
platform, the investors can initiate dispute resolution shall not be entitled to cast their vote on such
or a person authorised by Chairperson in writing. The
through the ODR Portal (https://smartodr.in/login) and resolution again. Login method for individual shareholders holding
results shall also be immediately forwarded to the
the same can also be accessed through the Company's securities in dematerialised mode is given below:
Stock Exchanges where the Company’s Equity Shares iv. The Board of Directors has appointed Mr. Prashant
website at www.mastek.com. are listed viz. BSE and NSE and be made available on Mehta, (Membership No. ACS 5814) of P. Mehta &
their respective websites viz. www.bseindia.com and Associates, Practicing Company Secretaries, as the
www.nseindia.com.
 Mastek Limited About How We Building a Statutory Financial Shareholder
358 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 359

Type of shareholders Login Method Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Individual A. NSDL IDeAS facility Depository i.e. NSDL and CDSL.
Shareholders If you are already registered, follow the below steps
holding securities 1. Visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ Login type Helpdesk details
in dematerialised either on a Personal Computer or on a mobile. Securities held with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@
mode with NSDL 2. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is nsdl.com or call at +91 22 4886 7000
available under "IDeAS" section.
3. A new screen will open. You will need to enter your User ID and Password. After successful authentication, you Securities held with CDSL Please contact CDSL helpdesk by sending a request at [email protected] or contact at toll
will be able to see e-voting services. free no. 1800225533
4. Click on "Access to e-voting" appearing on the left-hand side under e-voting services and you will be able to see
e-voting page.
II) Login method for e-voting and joining virtual meeting for shareholders other than Individual shareholders holding
5. Click on options available against Company name or e-Voting service provider- NSDL and you will be re-directed securities in demat mode and shareholders holding securities in physical mode.:
to NSDL e-voting website for casting your vote during the remote e-voting period or joining virtual meeting and
e-voting during the meeting. How to Log-in to NSDL e-Voting website?
If you are not registered, follow the below steps
a. Option to register is available at https://eservices.nsdl.com.
1. Visit the e-voting website of NSDL. Open web browser by clicking the URL: https://www.evoting.nsdl.com/ either
b. Select "Register Online for IDeAS" Portal on a Personal Computer or on a mobile.
c. Please follow steps given above in points 1-5.
B. e-voting website of NSDL 2. Once the home page of e-voting system is launched, click on the icon "Login" which is available under
1. Open web browser and type the following URL: https://www.evoting.nsdl.com/ either on a personal computer or "Shareholder/ Member" section.
on a mobile phone.
2. Once the home page of e-voting system is launched, click on the icon "Login" which is available under 3. A new screen will open. You will have to enter your User ID, Password/OTP and a verification code as shown on
'Shareholder/Member' section. the screen.
3. A new screen will open. You will need to enter your User ID (i.e. your sixteen digit demat account number held
with NSDL), Password/OTP and a Verification Code as shown on the screen. 4. Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with
4. After successful authentication, you will be redirected to NSDL website wherein you can see e-voting page. Click your existing IDeAS login. Once you log-in to NSDL eservices after using your login credentials, click on e-voting
on options available against Company name or e-voting service provider- NSDL and you will be redirected to
and you can proceed to Step 2 i.e. Cast your vote electronically.
e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and
e-voting during the meeting. 5. Your User ID details are given below:
C. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code
mentioned below for seamless voting experience. Manner of holding shares i.e. Demat (NSDL
Your User ID is:
or CDSL) or Physical

a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID

demat account 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 16 Digit Beneficiary ID
demat account with CDSL For example if your Beneficiary ID is 12************** then your User ID is 12**************

Individual 1. Users who have opted for CDSL Easi/ Easiest facility, can login through their existing user id and password. Option c) For Members holding shares in EVEN Number followed by Folio Number registered with the Company
Shareholders will be made available to reach e-voting page without any further authentication. The users who to login Easi/ Physical Form For example if EVEN is 123456 and folio number is 001*** then User ID is 123456001***
holding securities Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab
in dematerialised and then use your existing my easi username & password.
mode with CDSL 2. After successful login the Easi/ Easiest user will be able to see the e-voting option for eligible companies where 6. Password details for shareholders other than file contains your 'User ID' and your 'initial
the e-voting is in progress as per the information provided by the Company. On clicking the e-voting option, the
user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote
Individual shareholders are given below: password'.
e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided a) If you are already registered for e-voting, then you (ii) In case you have not registered your e-mail
to access the system of all e-voting service providers, so that the user can visit the e-voting service providers' can use your existing password to login and cast
website directly. address with the Company/Depository, please
3. If the user is not registered for Easi/Easiest, option to register is available at www.cdslindia.com and click on login your vote. follow instructions mentioned below in
& New System Myeasi Tab and then click on registration option. this notice.
b) If you are using NSDL e-voting system for the
4. Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN from a
e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on first time, you will need to retrieve the 'initial
registered Mobile & e-mail as recorded in the Demat Account. After successful authentication, user will be able to password' which was communicated to you by 7. If you are unable to retrieve or have not received
see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-voting NSDL. Once you retrieve your 'initial password', the "Initial password" or have forgotten your
service providers. password:
you need to enter the 'initial password' and the
Individual 1. You can also login using the login credentials of your demat account through your DP registered with NSDL/CDSL system will force you to change your password. a) Click on "Forgot User Details/Password?"(If you are
Shareholders for e-voting facility.
(holding securities 2. Once logged-in, you will be able to see the e-voting option. Once you click on holding shares in your demat account with NSDL or
c) How to retrieve your 'initial password'?
in demat mode) e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you CDSL) option available on www.evoting.nsdl.com.
login through their can see e-voting feature. (i) If your e-mail ID is registered in your demat
DPs 3. Click on options available against Company name or e-voting service provider- NSDL and you will be redirected to b) "Physical User Reset Password?" (If you are
account or with the Company, your 'initial
e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and holding shares in physical mode) option available
e-voting during the meeting. password' is communicated to you on your
on www.evoting.nsdl.com.
e-mail ID. Trace the e-mail sent to you from
Important note: Members who are unable to retrieve User ID/Password are advised to use Forgot User ID and Forgot NSDL in your mailbox from [email protected]. c) If you are still unable to get the password by
Password option available at respective websites. aforesaid two options, you can send a request
Open the e-mail and open the attachment
at [email protected] mentioning your demat
i.e. a .pdf file. Open the .pdf file.
account number/folio number, PAN, name and
The password to open the .pdf file is your 8 registered address.
digit client ID for NSDL account, last 8 digits
d) Members can also use the OTP based login for
of client ID for CDSL account or folio number
casting the votes on the e-voting system of NSDL.
for shares held in physical form. The .pdf
 Mastek Limited About How We Building a Statutory Financial Shareholder
360 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 361

8. After entering your password, tick on Agree to "Terms mode, you are requested to refer to the login method Explanatory Statement in respect of the Special Business
and Conditions" by selecting on the check box. explained above.
[Pursuant to the provisions of Section 102 of the Companies Act, 2013 (“the Act”), and the SEBI (Listing Obligations
9. Now, you will have to click on "Login" button.
(B) INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)]
10. After you click on the "Login" button, home page of AGM THROUGH VC/OAVM ARE AS UNDER
e-voting will open. In addition, he serves on the Academic & Business Advisory
1. Members will be able to attend the AGM through VC/ Item No. 4:
Details on Step 2 are given below: OAVM or view the live webcast of AGM provided by Council of Fortune Institute of International Business, a
Mr. Rajeev Kumar Grover (DIN: 00058165) is currently an
NSDL at https://www.evoting.nsdl.com following the Higher Education Institution.”
How to cast your vote electronically on NSDL Independent Director of the Company, Chairperson of
steps mentioned above for login to NSDL e-voting
e-voting system? the Audit Committee and Corporate Social Responsibility The Nomination and Remuneration Committee, taking
system. After successful login, you can see VC/OAVM
Committee and also Member of the Risk Management & into consideration the performance, skills, expertise and
1. After successful login at Step 1, you will be able to link placed under Join meeting menu against company
Governance Committee and Nomination and Remuneration competencies required for the Board in the context of the
see all the companies' "EVEN" in which you are holding name. You are requested to click on VC/OAVM link
Committee of the Board. business and sectors of the Company and based on the
shares and whose voting cycle and general meeting is placed under "Join Meeting" menu.
in active status. performance evaluation, concluded and recommended
Members who do not have the User ID and Password Mr. Rajeev Kumar Grover was appointed as an Independent
to the Board that Mr. Grover’s qualifications and the rich
2. Select "EVEN" of Company, which is 128475 for which for e-voting or have forgotten the User ID and Password Director of the Company by the Members at the 38th Annual
experience of over three decades in the abovementioned
you wish to cast your vote during the remote e-voting may retrieve the same by following the remote e-voting General Meeting of the Company held on October 20, 2020
areas meets the skills and capabilities required for the role
period and casting your vote during the General instructions mentioned in the Notice. for a period of 5 (five) consecutive years commencing
of Independent Director of the Company. The Board is of the
Meeting. For joining virtual meeting, you need to click from January 28, 2020 upto January 27, 2025 (both
Further Members can also use the OTP based login for opinion that Mr. Grover continues to possess the identified
on "VC/OAVM" link placed under "Join Meeting". days inclusive) and is eligible for re-appointment for a
logging into the e-voting system of NSDL. core skills, expertise and competencies fundamental for
second term on the Board of the Company. Based on
3. Now you are ready for e-voting as the voting page opens. effective functioning in his role as an Independent Director
2. Facility of joining the AGM through VC/OAVM shall open the recommendation of the Nomination & Remuneration
of the Company and his continued association would be of
4. Cast your vote by selecting appropriate options i.e. 30 minutes before the time scheduled for the AGM. Committee (‘NRC’), the Board of Directors at its meeting
immense benefit to the Company.
assent or dissent, verify or modify the number of held on June 24, 2024, proposed the re-appointment of
3. Members who need assistance before or during the
shares for which you wish to cast your vote and click on Mr. Grover as an Independent Director of the Company for The Company has in terms of Section 160(1) of the
meeting, can contact NSDL on [email protected] +91
"Submit" and also "Confirm" when prompted. a second term of three (3) consecutive years commencing Companies Act, 2013 (‘the Act’) received a notice from a
22 488 67000 or contact Ms. Pallavi Mhatre, Senior
from January 28, 2025 upto January 27, 2028 (both days Member proposing his candidature for the office of Director.
5. Upon confirmation, the message "Vote cast Manager - NSDL at [email protected]
successfully" will be displayed and you will receive inclusive), not liable to retire by rotation. The Company has received a declaration from Mr. Grover
4. Members who would like to express their views or ask confirming that he continues to meet the criteria of
a confirmation by way of a SMS on your registered In accordance with the provisions of Section 149 along
questions during the AGM may register themselves as a independence as prescribed under Section 149(6) of the Act,
mobile number. with Schedule IV to the Act, Regulation 17 of the SEBI
speaker by sending their request from their registered read with the rules framed thereunder and Regulation 16(1)
6. You can also take the printout of the votes cast e-mail address mentioning their name, DP ID and Client Listing Regulations, and other relevant provisions,
(b) of the Securities and Exchange Board of India (Listing
by you by clicking on the print option on the ID/Folio number, PAN, mobile number at investor_ the re-appointment of Mr. Grover as an Independent
Obligations and Disclosure Requirements) Regulations, 2015
confirmation page. [email protected]. Director requires the approval of the Members through a
(‘SEBI Listing Regulations’). In terms of Regulation 25(8)
Special Resolution.
7. Once you confirm your vote on the resolution, you will Those Members who have registered themselves as a of the SEBI Listing Regulations, Mr. Grover has confirmed
not be allowed to modify your vote. speaker till 5:00 p.m. (IST) by Tuesday, September 18, Brief Profile: that he is not aware of any circumstance or situation which
2024 will only be allowed to express their views/ask exists or may be reasonably anticipated that could impair
“Mr. Grover is a B. Com (Hons.) graduate from Shri Ram
General Guidelines for shareholders questions during the AGM. The Company reserves the or impact his ability to discharge his duties. Mr. Grover has
College of Commerce, University of Delhi. He is a member
right to restrict the number of speakers depending on also confirmed that he is not debarred from holding the
1. It is strongly recommended not to share your password of The Institute of Chartered Accountants of India and The
the availability of time for the AGM. office of Director by virtue of any SEBI Order or any such
with any other person and take utmost care to keep Institute of Company Secretaries of India and has over 3
your password confidential. Login to the e-voting authority pursuant to circulars dated June 20, 2018 issued
decades of rich and diverse experience across Finance,
website will be disabled upon five unsuccessful Other Instructions by BSE Limited and the National Stock Exchange of India
Operations, General Management & Business Transformation
attempts to key in the correct password. In such an 1. The Scrutiniser shall, immediately after the conclusion Limited pertaining to enforcement of SEBI Orders regarding
across Professional Services and Financial Services
event, you will need to go through the "Forgot User of voting at the AGM, unblock the votes cast through appointment of Directors by the listed companies.
organisations like Mercer Consulting, Hewitt Associates (now
Details/Password?" or "Physical User Reset Password?" remote e-voting (votes cast during the AGM and Aon Hewitt), eFunds Corp. (now part of FIS), GE Capital Further, Mr. Grover has confirmed that he is not disqualified
option available on https://www.evoting.nsdl.com to votes cast through remote e-voting) and will submit International Services (now Genpact) and American Express. from being appointed as Director in terms of Section 164 of
reset the password. a consolidated Scrutiniser's Report of the total votes the Act and has given his consent to act as Director in terms
cast in favour or against, if any, to the Chairman or a He has been one of the pioneers of the Business Process
2. In case of any queries related to e-voting, you may of Section 152 of the Act, subject to re-appointment by
person authorised by him in writing. The results will Outsourcing industry in India and has led the setup for three
refer the Frequently Asked Questions ("FAQs") for the Members.
be announced within the time stipulated under the organisations in the country. In his last role as the Global
Shareholders and e-voting user manual for Shareholders
applicable laws. Head of Operations at Mercer Consulting, he was responsible Mr. Grover has also confirmed that he is in compliance
available at the download section of https://www.
for driving Operational excellence across multiple lines with Rules 6(1) and 6(2) of the Companies (Appointment
evoting.nsdl.com or call on +91 22 4886 7000 or send 2. The result declared along with the Scrutiniser's Report
the request to Pallavi Mhatre, Senior Manager, NSDL at of business in over 25 countries including shared service and Qualifications of Directors) Rules, 2014, with respect
shall be placed on the Company's website www.mastek. centres spread across India, Poland, Portugal, China to his registration with the data bank of Independent
[email protected].
com and on the website of NSDL https://www.evoting. and Ireland. Directors maintained by the Indian Institute of Corporate
3. Members may send a request to [email protected] nsdl.com. Affairs (‘IICA’). In the opinion of the Board, Mr. Grover
for procuring User ID and password for e-voting by He is a Founder Director of ExempServ Professional Services
The Company shall simultaneously forward the results fulfils the conditions specified in the Act, rules thereunder
providing demat account number / Folio number, client Private Limited, serving social sector organisations. He is
to National Stock Exchange of India Limited and BSE and the SEBI Listing Regulations for re-appointment as
master or copy of Consolidated Account statement, PAN also a Non-executive Treasurer of SOS Children’s Villages
Limited, where the shares of the Company are listed. an Independent Director and that he is independent of
(self-attested scanned copy of PAN card), AADHAAR of India, which is one of the largest self-implementing
the Management.
(self-attested scanned copy of Aadhaar Card). If you are independent non-governmental social development
an Individual shareholder holding securities in demat organisation focused on Children’s development.
 Mastek Limited About How We Building a Statutory Financial Shareholder
362 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 363

The draft Appointment letter containing the terms and the information of the members, the Company had made “Annexure A”
conditions of the appointment of Independent Directors is initial investments and had also issued Corporate Guarantees Details of Director seeking appointment [Pursuant to Regulation 36(3) of the Securities and
uploaded on the website of the Company at https://www. aggregating to ` 930.38 Crores (Indian Rupees Nine Hundred Exchange Board of India (Listing
mastek.com and would also be made available for inspection Thirty Crores and Thirty Eight Lakhs only) in its Subsidiaries
Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 on General Meetings].
to the Members of the Company upto the date of the Annual /on behalf of its Subsidiaries through its bankers and had
General Meeting. utilised a nominal amount ` 0.88 Lakhs for its other normal
business purposes. Name of the Directors Mr. Rajeev Kumar Grover Mr. Ketan Mehta
The re-appointment of Mr. Grover as an Independent
Director Identification Number 00058165 00129188
Director is being placed for the approval of the Members by As per the latest Audited Financial Statements of the
a Special Resolution. Company for the Financial Year ended March 31, 2024, 60% Category Non-Executive and Independent Director Non-Executive and Non-Independent Director &
Promoter
(sixty percent) of the paid-up capital, free reserves and
The Board recommends the Special Resolution set out in Date of Birth 28/07/1964 09/09/1958
securities premium account is equal to ` 480.46 Crores
Item No. 4 of the accompanying Notice for approval of
(Indian Rupees Four Hundred and Eighty Crore and Forty Age (in years) 60 years 66 years
the Members.
Six Lakhs only), while 100% (Hundred per cent) of its Nationality Indian Indian
None of the Directors or Key Managerial Personnel (‘KMP’) of free reserves and securities premium account is equal to Date of Appointment on the Board 28/01/2020 29/12/2020
the Company or their respective relatives, except Mr. Grover ` 785.35 Crores (Indian Rupees Seven Hundred and Eighty Qualifications B. Com (Hons.), Chartered Accountant and Management degree from IIM Ahmedabad
and his relatives, are concerned or interested, financially Five Crore and Thirty Five Lakhs only). The aggregate of the Company Secretary - Associate Member of the
or otherwise, in the resolution set out at Item No. 4 of the paid up capital, free reserves and securities premium of Institute of Chartered Accountants of India and
accompanying Notice. the Company as at March 31, 2024 is ` 800.77 Crores (Indian the Institute of Company Secretaries of India
Rupees Eight Hundred Crores and Seventy Seven Lakhs only). Occupation Professional Industrialist
Disclosures as required under Regulation 36(3) of the SEBI
Expertise in specific areas /Skills wide managerial experience in Technology, Global Mr. Mehta has more than 4 (four) decades of
Listing Regulations and Secretarial Standard-2 on General The Company being the flagship and holding company for and Capabilities required for the Business Perspective, Operations and General experience in the Information Technology
Meetings issued by the Institute of Company Secretaries of various Subsidiaries will continue to support its Subsidiaries role Management, Mergers and Acquisitions, Strategy Industry. He has handled multiple functions
India are annexed to this Notice. / joint ventures for their principal business activities by and Planning, Risk Management etc. Please refer including Global Business perspective,
means of issuing financial guarantees and offering securities to the explanatory statement. Sales, Delivery, M&A, Operations & General
Management.
Item No. 5 for due repayment of the financial assistance / facilities
Number of shares held in the Nil 22,44,100 (7.28%)
Under the provisions of Section 186 of the Act, the powers availed by such Subsidiaries / joint ventures. Considering
Company
to give loan(s) and/or any guarantee(s) to any person or the future business plans of the Company including but
List of Directorships held in other - Exempserv Professional Services Pvt. Ltd. None
other body corporate, or provide any security in connection not limited to growth activities such as mergers and
Indian Companies - Mastek Enterprise Solutions Private Limited
with a loan(s) made to any person or other body corporate acquisitions, and pursuant to the provisions of Section 186 (WOS of Mastek Limited/the Company)
and to acquire by way of subscription, purchase or of the Companies Act, 2013, the consent of the members of Listed entities from which the None Majesco Limited (now known as Aurum Proptech
otherwise, the securities of any other body corporate, in the Company is sought, to exercise abundant caution and Director resigned in the past Limited)
excess of the limits of: as a good corporate governance practice, to give authority three years
to the Board of Directors to make loans and /or give
i) 60% (Sixty per cent) of the aggregate of the paid-up guarantees, and/or provide any security in connection with Number of Meetings of the Board Eight out of Eight Meetings Six out of Eight Meetings
capital and free reserves and securities premium attended during the Financial
loan made and/or acquire by way of subscription, purchase
Year (2023-24)
account of the Company or, or otherwise the securities of any body corporate for an
Chairperson / Member in the Mastek Limited Mastek Limited
ii) 100% (Hundred per cent) of the free reserves and amount not exceeding `1,250 Crore (Indian Rupees One Committees of the ∙ Audit Committee -Chairperson ∙ Nomination and Remuneration Committee –
securities premium account of the Company, Thousand Two Hundred Fifty Crores). Boards of companies in which he ∙ Nomination and Remuneration Committee – Member
is a Director Member ∙ Stakeholders’ Relationship Committee –
whichever is more, can be exercised by the Board of None of the Directors, Key Managerial Personnel or their Risk Management & Governance Committee Chairman
Directors of the Company with the consent of the members relatives are in any way concerned or interested, financially -Member
or otherwise, in this resolution except to the extent of their ∙ Corporate Social Responsibility Committee -
obtained by way of a special resolution.
Chairperson
directorship and / or shareholding in the bodies corporate in
Further, under the first proviso to sub-section (3) of Section which investments in securities / units may be made or loans Relationships between Directors Not related to any Director and/or Key Managerial Not related to any Director and/or Key Managerial
186 of the Act, a loan or guarantee given or a security inter-se Personnel Personnel
/ guarantees may be given or securities may be provided.
provided by the Company to lenders of its wholly owned
subsidiary or a joint venture company, or acquisition made The Board of Directors of the Company recommends the said Remuneration last drawn Please refer to Corporate Governance Report Please refer to Corporate Governance Report.
by the Company, by way of subscription, purchase or resolution, as special resolution for approval of the members.
otherwise of, the securities of its wholly owned subsidiary, By Order of the Board of Directors
is exempt from the limit prescribed above. Hence, the For Mastek Limited
consent of the Shareholders as mentioned hereinabove,
need not be obtained for such transactions exempt under
the first proviso to sub-section (3) of Section 186 of the Act. Dinesh Kalani
The members of the Company had at its 38th Annual General Sr. Vice President – Group Company Secretary
Meeting held on October 29, 2020, passed a special resolution (Membership Number: FCS 3343)
under the Companies Act, 2013 approving an overall limit
of `1,000 Crores (Rupees One Thousand Crores only) to be Date: July 18, 2024
exercised by the Company for giving loans and guarantees, Place: Mumbai
making investments and providing securities from time
to time. Since then, the Company has been judiciously Registered Officer: 804/805, President House,
utilising these limits through its Board/ Committees. For Opp. C. N. Vidyalaya, Near Ambawadi Circle,
Ambawadi, Ahmedabad – 380 006, Gujarat.
 Mastek Limited About How We Building a Statutory Financial Shareholder
364 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 365

Name of the Directors

Brief resume of the Director
Mr. Rajeev Kumar Grover
Please refer to the Explanatory Statement.
Mr. Ketan Mehta
Mr. Ketan Mehta has served as Chairman of the
Frequently Asked Questions
Board of Majesco (USA entity) from October 2018
to September 2020 where he played a pivotal
role in selling Majesco business to private equity
firm – Thoma Bravo. Prior to that, he served
Organisation Related also enables quick and effective integration of new
as President of Majesco (USA entity) from 2000 Mastekeers into our family.
until March 2019, and Chief Executive Officer of 1. When Mastek Limited (“the Company”) was
Majesco (USA entity) from July 2011 to October incorporated and when did it have its Initial Public Velocity: Guides us in swift decision-making and
2018. Offer? effective execution, emphasising efficient processes
Mr. Mehta co-founded Mastek in 1982 and served and removing roadblocks to keep teams competitive
as a member of the Board of Directors of Mastek The Company was incorporated in the name and style
responsive, and ahead in a rapidly evolving market.
until June 01, 2015 after which he focused of “Management and Software Technology Private
exclusively on Majesco business. During his long Limited” a Private Limited Company under the Indian Empowerment: Provides Mastekeers with autonomy to
stint with Mastek, Majesco and its affiliates, he
Companies Act, 1956 on May 14, 1982. The name of the shape careers, facilitates ease and clarity in decision-
has handled multiple functions including sales,
delivery, and general management. He was Company was changed to “Mastek Limited” in 1992. making, and fosters an environment that encourages
the driving force behind the conceptualisation The first public offering of equity shares was made in innovation, creativity, and a sense of ownership.
and execution of Majesco’s insurance strategy, 1992 followed by another public issue in 1996.
including acquisition and integration of seven  ollaboration: Fundamental value that embraces
C
insurance technology companies over the last the synergy of a collective effort that revolves
13 (thirteen) years. Prior to that, he has also 2. Who are the Founder Members of the Company?
around fostering an environment where respect for
spearheaded Mastek’s joint venture with Deloitte The Founder Members of the Company are Mr. Ashank
Consulting. individuals, open communication, and embracing
Desai, Mr. Ketan Mehta, Mr. Radhakrishnan Sundar and diverse perspectives.
Key terms and conditions of the Re- Re-appointment as an Independent Director for Liable to retire by rotation Mr. Sudhakar Ram.
appointment the second term of 3 years commencing from  rust: Forms the bedrock of all relationships—
T
January 28, 2025 to January 27, 2028 (both days
inclusive), not liable to retire by rotation. [Also 3. What is the Company’s area of operations? internal and external. It's about aligning actions with
refer Item No. 4 of the Notice and Explanatory intentions, honoring commitments, and maintaining
Mastek is an enterprise digital and cloud transformation
Statement]. transparent communication.
specialist that engineers excellence for customers in
Notes: industries such as healthcare and life sciences, retail  wnership: Inculcates an inbuilt sense of responsibility
O
& consumer, manufacturing, financial services, and and accountability that instills a sense of pride and
1. The Directorship, Committee Memberships and Chairmanships do not include positions in Foreign Companies, position
public sector across UK, US, Europe, Middle East, and purpose thus enabling a solution mindset and focus on
as an advisory board member and position in Trust and companies under Section 8 of the Companies Act, 2013.
Asia Pacific. Mastek helps enterprises decomplexify the outcome.
2. The proposal for Re-appointment of Directors has been approved by the Board pursuant to the recommendation of the digital and delivers business outcomes with trust,

Respect: Forms an important tenet for nurturing a
Nomination and Remuneration Committee considering their skills, expertise, knowledge, competencies of Directors value, and velocity across the spectrum of services
culture that welcomes and leverages diverse thoughts
and positive outcome of performance evaluation, please also refer Corporate Governance Report forming part of the including digital experience & engineering, cloud
and perspectives. It is integral for creating an inclusive
Annual Report for any additional details. implementations, data, automation & AI, and cloud
environment where everyone feels a sense of belonging
managed services. A preferred Oracle, Salesforce,
3. Information pertaining to remuneration paid to the Directors being re-appointed, date of appointment to the Board and and collaboration, driving collective growth.
Microsoft, AWS and Snowflake partner, Mastek has
the number of Board Meetings attended by them during the year have been provided in the Corporate Governance Report
6000+ employees and delivers right-fit solutions to both
forming part of the Annual Report. 6. What do you mean by Trust, Value and Velocity?
medium businesses and global Fortune 1000 clients. For
more details, please visit our website www.mastek.com With razor-sharp focus on deep digital & cloud
capabilities, Mastek teams have been solving complex
4. What is the Mission and Higher Purpose of Mastek? customer business challenges with outcome-based
innovative solutions. Mastek 4.0 de-layers the
The Mission of Mastek is decomplexify digital and
traditional organisational structure with lean and
delivering sustainable outcomes for all our stakeholders
agile techniques to help customers in their quest to
with Trust, Value, and Velocity.
‘Decomplexify Digital’ with Trust, Value & Velocity.
The Higher Purpose of Mastek is to help our clients save
Mastek while a nimble organisation, is focused on
lives, protect citizens, and transform business models
building an ecosystem of value creation through
with long term partnerships.
strategic partnerships. There is no doubt that hybrid
working, ESG, and sustainable business models will
5. What are the Core Values of the Company (VECTOR)
be the norm and Mastek is committed to deliver and
Our people, referred to as Mastekeers are the core of measure the social value benefits so as to close the
Mastek’s inspirational growth agenda and are guided gap between intention and outcome, to make a real
by a set of ethical values. These values, now called difference in the digital world.
VECTOR (Velocity, Empowerment, Collaboration,
Trust, Ownership, and Respect), are embedded Clients trust us to deliver business value and employees
throughout the organisation, ensuring that all trust us to deliver career value. Mastek is uniquely
Mastekeers move forward in a unified direction to positioned to be the business solutions partner of
drive value for our stakeholders. This value system, choice for our clients to decomplexify digital with
which Mastekeers uphold at all times, is deeply rooted trust, value and velocity.
in respect for our heritage and serves as a framework  rust – Our customers trust us to solve their complex
T
for the behavior of current and future generations. It problems and do what’s best for them while our
 Mastek Limited About How We Building a Statutory Financial Shareholder
366 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 367

employees trust us to find the fastest path to Services & Processes with Trust, Business Value & 4,15,00,000 shares of `5 each and 20,00,000 Preference 19. Does the Company have a quiet period? When is that?
their success. Velocity Through. Shares of `100 each. Yes. The Company follows quiet periods i.e. Trading
 alue – We focus on what matters most to our clients,
V • Meeting and exceeding customer expectations Window Closure, which is made every quarter prior
16. Has the Company issued any bonus shares in past? to its release of Quarterly Results. During the quiet
our methodology demonstrates transparency of for quality by understanding customers, aligning
Has there been any stock split? period, the Company or any of its designated officials
business impact while our active sponsorship and execution to expectations and responding promptly
conscious advocacy for social development programmes to missed expectations The Company had issued bonus shares in the ratio of will not discuss earning expectations with any external
help build societal value. 1:1 in January 2000 and in April 2006. The Company’s parties. As per Company’s Code of Conduct for
• Providing innovative solutions to our customers to shares were sub-divided from `10 to `5 since Prevention of Insider Trading, the Trading Window
 elocity – With early adoption of disruptive
V help drive their Digital roadmap. Delivering digital November 2000. Closure of the Company for every quarter starts from
technologies and partner platforms, we deliver solutions & services for accelerated value delivery, last day of any fiscal quarter and will continue till 48
rapid ROI to our customers while we provide diverse taking actions to exceed their business outcomes. 17. Where one can obtain details of the Company’s hours after the disclosure of such financial results /
opportunities and faster career growth across all levels Shareholding? information to the concerned Stock Exchanges.
• Engineering Outcomes using latest delivery
to our employees.
methodology, Engineering practices, Quality The Quarterly Shareholding Pattern can be obtained  ividend, IEPF Authority, Registrar and Share
D
& Digital Assurance to deliver superior Digital from the website of the Company. These are also Transfer Agent (RTA) Related:
7. What are the Strategic Priorities and Growth
Experiences to our Customers. available on the websites of BSE Limited
Drivers of the Company?
(www.bseindia.com) and the National Stock Exchange 20. Does Mastek pay dividends? What is the dividend
The Strategic Priorities and Growth Drivers of the • Sustaining Quality Excellence through the
of India Limited (www.nseindia.com), where the shares policy of Mastek?
Company are as follows: management of risks and continual improvement
of the Company are listed.
ensuring resilience & agility. Mastek pays dividends to its Members. The policy
• With the recent acquisitions, coupled with Mastek for dividend can be accessed here: https://www.
organic capabilities, significant potential to • Cultivating a company environment where all 18. How do I buy Company’s shares?
mastek.com/wp-content/uploads/2022/07/Dividend-
grow and scale our Americas operations through employees accept personal responsibility for The Company’s shares can be purchased in the open Distribution-Policy.pdf
cross selling Quality regardless of their role. market in India either through a stockbroker or through
any Financial Institution that provides brokerage 21. What is the past 10 (ten) years’ dividend track
• Account mining focus in Strategic accounts led by 11. What are the Quality Objectives of the Company? services at the BSE or NSE. The Company does not offer record of the Company?
our strengths in Oracle, Data Cloud Modernisation,
The Quality objectives are- a direct share purchase plan to outsiders.
Salesforce and Digital Apps The past 10 (ten) years’ dividend track record of the
• Customer Experience – Satisfaction, Advocacy, Company is given below:
• Focus on the Global Healthcare Sector; growing
Loyalty and Value for Money
the marquee clientele as well as account mining in Dividend Paid (Jper share) (including
Fiscal Year Shares Outstanding (in lakhs) Total Dividend Paid (J in lakhs)
existing accounts. • Velocity, Throughput and On Time Delivery Interim Dividend)
2014 221.61 4.50 1,040.59
• Deep focus on growing & building Data, Automation • Quality of Delivery 2015 225.47 2.50 563.94
& AI and Salesforce business as a Service Line 2016 229.97 2.50 574.41
• Business Value Delivery
• Continued Growth in UK Public Sector 2017 233.78 3.50 817.41
2018 236.92 6.00 1,422.00
12. Who is on Mastek’s Board of Directors?
2019 239.73 8.50 2,035.00
8. What is Mastek 4.0? A list of Board of Directors and Committees of the 2020 242.89 8.00 1,945.59
Mastek 4.0 represents the Spirit of Mastek – Once a Board of Directors of the Company is given elsewhere 2021 252.33 14.50 1,361.72
Mastekeer, Always a Mastekeer: in this report and can be found at List-of-Board- 2022 300.18 19.00 8,361.62
Committees-Members_new.pdf 2023 305.25 19.00 5,806.08
• Being your Best Version
2024 308.44 7.00* 2,147.23
• Autonomy with Accountability 13. Who are your Auditors? *Final Dividend of `12.00 per share for the Financial Year 2023-24 is subject to Members approval in the ensuing AGM and hence not
Statutory Auditors: Walker Chandiok & Co. LLP - included above.
• Agility & Velocity
Chartered Accountants
• No Command & Control 22. Who are Company’s Registrar and Share Transfer 23. Does the Company have a dividend reinvestment
Secretarial Auditors: P. Mehta & Associates – Practicing Agents (RTA)? and How to contact them ? programme or dividend stock purchase plan?
• Empowered Mastekeers Company Secretaries Name KFin Technologies Limited
The Company does not offer a dividend reinvestment
Address Selenium Building, Tower-B, Plot No 31
9. What is the Leadership Behaviour at Mastek? Members Related: & 32, Financial District, Nanakramguda,
programme or dividend stock programme at present.
The Leadership Behaviour at Mastek is represented Serilingampally, Rangareddy, Hyderabad,
14. Which are the Stock Exchanges where the Telangana, India - 500 032. 24. Whom does one contact in case of non-receipt of
by ExACCT:
Company’s equity shares are listed? Email Id [email protected] dividend, loss of share certificates, etc.?
- Excellence in Execution Contact Phone number +91 40 6716 1630 You may contact Company’s RTA, as mentioned
The Company’s equity shares are listed in India on
Toll Free 1800 309 4001 above, who will advise you accordingly. You may also
- Authentic and Humane BSE Limited since March 30, 1993 and the National
Whats app Number (91) 910 009 4099 communicate with the Company in the event of any
Stock Exchange of India Limited since May 10, 1995.
- Customer Success KPRISM https://kprism.kfintech.com/ unresolved issues via E-mail at investor_grievances@
(BSE Scrip Code: 523704; NSE Symbol: MASTEK).
KFin Corporate https://www.kfintech.com mastek.com with all supporting documents.
- Change Enabler
Website Link
15. What is face value of the Company’s equity shares Corporate Registry https://ris.kfintech.com/
- Transformative Innovation
and What is the Authorised Share Capital of the (RIS) Website Link
10. What is the Quality Policy of the Company? Company? Investor Support https://ris.kfintech.com/clientservices/isc/
The face value of the Company’s equity share is `5 Centre Link isrforms.aspx
Mastek is committed to decomplexify digital for our
customers, build and deliver Quality Digital Solutions, per share. The Authorised Share Capital is divided into
 Mastek Limited About How We Building a Statutory Financial Shareholder
368 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 369

25. How can the shares be dematerialised and who are as SEBI had mandated that w.e.f. October 1, 2024 to your Depository Participant (DP) intimating them then all holders are required to sign the nomination
the Depository Participants (DP)? dividend to security holders shall be paid only through of the change and ask for a confirmation that their form. Nomination Form is to be submitted in duplicate.
The Company’s shares are traded only in electronic electronic mode and such payment shall be made records reflect the new address.
Nomination in respect of shares held in physical form
form since June 2000. Shares can be dematerialised only after furnishing the PAN, choice of nomination,
can be sent to the Company. After the Company
by opening the demat account with any of the contact details including mobile number, bank account 29. How does one transfer his / her shares or change
receives the form and finds it in order, a registration
Depository Participant (DP). DPs are some of the banks, details and specimen signature as mentioned in the the address with the RTA?
number will be allotted to the nomination. A duplicate
brokers and institutions who have been registered above circular. SEBI has mandated that, effective April 1, 2019, no copy of the nomination form submitted by you will then
with National Securities Depository Limited (NSDL) or share can be transferred in physical mode. Hence, be returned to you with an endorsement indicating the
Central Depository Services (India) Limited (CDSL). A 28. Where can I find details of the dividends unclaimed the Company / RTA has stopped accepting any fresh registration number and date.
comprehensive list of DPs is available at https://nsdl. for 7 (seven) consecutive years, the shares in lodgement of transfer of shares in physical form. For
com/ and https://www.cdslindia.com/ respect of which are liable to be transferred to the the transmission of shares in physical form and noting In case of dematerialised shares, your nomination has
Investor Education and Protection Fund Authority of your change of address, PAN and E-mail ID, you need to be recorded with your Depository Participant.
26. Is Automated Clearing House (ACH) mode facility (IEPF Authority)? to write to Company’s RTA.
available for payment of dividend? Pursuant to the provisions of Sections 124 and 125 of 33. At present my shares are held in joint names. Can
Transfer of shares in the electronic mode is effected the joint holders’ nominees to the shares?
The Company extends ACH mode facility to all its the Companies Act, 2013 and the Investor Education
directly through your Depository Participant
Members since longtime. The dividend amount of and Protection Fund Authority (Accounting, Audit, Joint holders are not nominees. They are joint holders
only. Please write to your Depository Participant
Members availing ACH mode facility is directly credited Transfer and Refund) Rules, 2016, (“the Rules”) of the relevant shares only. In the event of death of any
(DP) intimating them of the change and ask for
to their Bank accounts. Members holding shares in notified by the Ministry of Corporate Affairs effective one of the joint holders, the surviving joint holder/s
a confirmation that their records reflect the
physical form may submit ECS mandate form with September 7, 2016 and amendments made thereunder, of the shares is/are the only person/persons who
new address.
copy of cancelled cheque to RTA for availing ACH all the concerned shares in respect of which dividend shall be recognised by the Company as the holders of
mode facility. Those holding shares in demat form are had not been claimed or remained unencashed for the shares.
30. What are the steps that I should take to obtain
advised to please update their Demat Account details 7 (seven) consecutive years or more is required to
duplicate share certificates, when I have lost /
with proper email id, Mobile number, PAN, Nominee be transferred by the Company to IEPF Authority in 34. Is there any restriction that nomination once made
misplaced my share certificates?
and correct Bank account details with their Depository specified Demat Account. cannot be changed?
You can inform the RTA immediately with your KYC
Participant directly. The web link to find out the detailed list of Equity A nomination once made can be revoked by submitting
details about the loss of share certificate/s. Please
Shares / Dividends transferred to IEPF Authority is a fresh nomination. If the nomination is made by joint
quote your folio number and, if available, details of
27. If dividend warrant is lost / was never received / available on the website of the Company at https:// holders, and one of the joint-holders dies, the surviving
share certificate/s.
has expired, how do I get a fresh demand draft re- www.mastek.com/investors/ as mandated by Ministry joint holder/s can make a fresh nomination by revoking
issued? of Corporate Affairs (‘MCA’). RTA shall immediately mark a caution on your folio the existing nomination.
In accordance with the SEBI circular No. SEBI/HO/ to prevent any further transfer of shares covered by
The Company has already transferred following equity the lost share certificates. Upon receipt of intimation 35. In case of death of the shareholder, what is the
MIRSD/ POD-1/P/CIR/2024/37 dated May 7, 2024, the
shares to IEPF Authority Demat Account to comply with about loss of certificates, RTA will revert with the legal position of the nominee?
Company shall not issue any Demand Draft in case of
the said Rules. Some shareholders have claimed back required formalities to be complied with for obtaining
dividend warrant lost/was never received/ has expired In case of shares held by sole holder, upon the death
their shares from IEPF Authority. duplicate certificates. On submission of all the required of the shareholder, the nominee, to the exclusion of
Documents and completion of the process successfully, any other legal heir / beneficiary, is the only person in
Transfer of Shares No. of Equity Shares Shares Claimed back by investors RTA will arrange to issue the “Letter of Confirmation” whom the shares vest. In other words, in case of a valid
Related to Financial Transfer Month Transferred to IEPF
Year Authority Financial Year No. of Shares only, which can be deposited in your demat account for nomination, the Company will not entertain any claim
2009-10 November, 2017 48,285 - -
credit of duplicate shares in dematarialised mode. from legal heirs or beneficiaries and the shares will be
2009-10 January, 2018 7,033 - - Nomination in respect of Shareholding : transmitted only in favour of the Nominee.
- - - 2019-20 100 In case the nomination is made by joint-holders, it will
2012-13 September, 2020 16,922 2020-21 800 31. How can a member holding single name and come into play only upon the death of all the joint
physical form make a nomination in respect of his holders. Therefore, if one of the joint shareholders
2013-14 December, 2020 1,335 - -
shareholding in the Company? dies, the shares will devolve on the surviving
2013-14 September, 2021 2,719 2021-22 1,238
Members holding shares in single name and physical shareholders to the exclusion of the nominee. In this
2014-15 February, 2022 947 - -
form are advised to make nomination in respect of case, the surviving shareholders may make a fresh
2014-15 September, 2022 156 2022-23 5,680
their shareholding in the Company. The Nomination nomination if they so desire.
2015-16 March, 2023 943 - - Form SH 13 prescribed by the Government can
2016-17 May, 2023 612 2023-24 50 be obtained from the RTA and / or the website of 36. I have shares in demat form. Can I send the
2016-17 November, 2023 1341 - - the Company. nomination form to the Company for making a
Total 80,293 - 7,868 nomination with respect to my shareholding?
Balance lying with IEPF authority as on March 31, 2024 72,425 - 32. What is the procedure of nomination with regard to For making a nomination with respect to shares in
my shareholding? dematerialised form, you will have to approach your
In order to make a nomination, please submit a duly Depository Participant directly.
The Members have any queries on the subject matter IEPF Form5 (available on www.iepf.gov.in). The Member
filled in and signed nomination form (Form SH 13) in
and the Rules, they may contact the Company’s RTA. / claimant can file only one consolidated claim in a
duplicate. If you hold shares along with other holders,
The Members / Claimants whose shares, unclaimed Financial Year as per the IEPF Rules.
dividend, etc. have been transferred to IEPF Authority
Transfer of shares in the electronic mode is effected
can claim the concerned shares and unclaimed
through your Depository Participant only. Please write
dividend by making an application to IEPF Authority in
 Mastek Limited About How We Building a Statutory Financial Shareholder
370 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 371

Financial Related
CORPORATE INFORMATION
37. What are the Financial Highlights of the Company’s Performance this year?
(H In Lakhs)
Consolidated Standalone
BOARD OF DIRECTORS STAKEHOLDERS’ RELATIONSHIP COMMITTEE
Year Ended March Year Ended March Year Ended March Year Ended March
31, 2024 31, 2023 31, 2024 31, 2023
Ashank Desai Ketan Mehta
Revenue from Operations 3,05,479 2,56,339 37,267 31,339 Chairman (Non - Executive) and non independent Director) (Appointed Chairman w.e.f. October 19, 2023)
Profit after Tax 31,097 31,027 11,302 13,214 (w.e.f. April 1, 2023)
Suresh Vaswani
Ketan Mehta
38. How does one get the Annual Report and Quarterly 41. How does one inform the Company to send the Umang Nahata
Non - Executive and Non - Independent Director
Results of the Company? correspondence in electronic form to save the time (Appointed w.e.f October 19, 2023)
and have speedy communication? Rajeev Kumar Grover
The Annual Report as well as Quarterly Results along Ashank Desai
with Analysis, Press Release and Analyst Presentation In compliance with the MCA and SEBI Circulars, the Non - Executive and Independent Director
(Resigned w.e.f. October 19, 2023)
are available on the website of the Company at https:// copies of the Annual Audited financial statements Suresh Vaswani
www.mastek.com/investors/financial-information/. for Financial Year 2023-24 including Board’s Report, CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Non - Executive and Independent Director
These are also available on the websites of BSE Limited Auditor’s report or other documents required to be
(www.bseindia.com) and the National Stock Exchange attached therewith (together referred to as Annual Marilyn Jones Rajeev Kumar Grover
of India Limited (www.nseindia.com), where the shares Report) and Notice of Annual General Meeting is being Non-executive and Independent Director (Appointed Chairman w.e.f. October 19, 2023)
of the Company are listed. sent through electronic mode only. (Appointed w.e.f. September 5, 2023) Ashank Desai
Members are requested to follow the procedures Umang Nahata
39. Does the Company organise any Investors Day / Umang Nahata
as mentioned in the Notice of 42nd Annual General
Analysts meetings? Non-executive and Non-independent Director
Meeting for registering themselves for receiving further (Appointed w.e.f. October 19,2023)
Conference calls with the Investors / Analysts are held New Shareholders’ Nominee Director
communications electronically.
immediately after the announcement of Quarterly (Appointed w.e.f. July 19, 2023) Priti Rao
Results and the audio recording and the transcript 42. Where is Mastek located and what is the address of Priti Rao (Upto May 1, 2023)
of the said calls are shared with the Stock Exchanges the Registered Office? Non - Executive and Independent Director RISK MANAGEMENT & GOVERNANCE COMMITTEE
and also displayed on the website of the Company
Please refer pages at the end of the Annual Report for (Upto May 1, 2023)
at https://www.mastek.com/investors/financial- Ashank Desai
the Office Locations of Mastek Group Entities (including
information/.
Group subsidiaries). Chairman
AUDIT COMMITTEE
40. How can a Member access information about the Rajeev Kumar Grover
43. What are the names of the Subsidiaries of the Rajeev Kumar Grover
Company?
Company and Where are they located? Marilyn Jones
Information about the Company is available on its Chairman
The statement attached in Form AOC-1 Annexure to (Appointed w.e.f. October 19, 2023)
website. Further, all information that is material in Ashank Desai
the Directors Report provides all the relevant details of
nature is notified to the stock exchanges and wherever Umang Nahata
Group Subsidiaries. The addresses of all the Company’s
required, relevant Public Notice is also issued thru Suresh Vaswani
offices( including Group Subsidiaries) are also provided (Appointed w.e.f. October 19, 2023)
newspapers from time to time.
in the pages at the end of the Annual Report. Marilyn Jones Priti Rao
Members and Investors are also advised to go through
(Appointed w.e.f. October 19, 2023) (Upto May 1, 2023)
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, 2024 the Mastek Group had Ketan Mehta KEY MANAGERIAL PERSONNEL
Corporate Governance, as these and other parts of this 5,539 employees. (Resigned w.e.f. September 5, 2023)
Annual Report provide substantial information about Hiral Chandrana
the Company, that you may find relevant and useful. Priti Rao
Chief Executive Officer
(Upto May 1, 2023) (Appointed w.e.f. May 31, 2023)
NOMINATION AND REMUNERATION COMMITTEE (Since Resigned)
××××××××××××
Arun Agarwal
Suresh Vaswani
Global Chief Financial Officer
Chairman
Dinesh Kalani
Ketan Mehta
Senior Vice President - Group Company Secretary
Rajeev Kumar Grover
STATUTORY AUDITORS
Walker Chandiok & Co. LLP, Chartered Accountants
(Firm Registration No. 001076N/N500013)
 Mastek Limited About How We Building a Statutory Financial Shareholder
372 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information 373

BANKERS
CITI Bank N.A.
REGISTRAR AND SHARE TRANSFER AGENTS
Office Locations of Mastek Group Entities
Name KFin Technologies Limited
ICICI Bank Limited
Standard Chartered Bank
Address Selenium Building, Tower-B, Plot (including subsidiaries)
No 31 & 32, Financial District,
HDFC Bank Limited Nanakramguda, Serilingampally, International Office Locations
Rangareddy, Hyderabad,
REGISTERED OFFICE Telangana, India - 500 032.
Email Id [email protected]
UK USA / CANADA
804/805, President House, Opp. C N Vidyalaya, Near
Ambawadi Circle, Ahmedabad - 380 006, Gujarat-India Toll Free 1800 309 4001 1. Mastek (UK) Limited 1. Mastek Inc.
E-mail: [email protected] Website: www. Whats app Number (91) 910 009 4099 a. Part Ground Floor, North Wing A, 100 Brook Drive,  . 15601 Dallas Parkway, Suite 250,
a
mastek.com KPRISM https://kprism.kfintech.com/ Green Park, Reading, RG2 6UJ, UK Addison - 75001, Texas
KFin Corporate Website Link https://www.kfintech.com b. First Floor & Rear Suits, Northspring, 36 Park Row, b. 3333 Warrenville Rd., Suite 550, Lisle,
CORPORATE OFFICE Corporate Registry (RIS) Website https://ris.kfintech.com Leeds, LS1 5JL, UK Chicago - 69532, Illionis
#106, SDF IV, Seepz, Andheri (East), Mumbai - 400 096, India Link
2. Mastek Systems Company Limited (Formerly 2. Trans American Information Systems Inc.
Investor Support Centre Link https://kprism.kfintech.com/
Evolutionary Systems Company Limited) 15601 Dallas Parkway, Suite 250, Addison - 75001, Texas
CORPORATE IDENTIFICATION NUMBER (CIN) Harrow Business Centre, 429-433 Pinner Road, North
3. Evolutionary Systems Corp & Newbury Cloud Inc.
Harrow, Middlesex HA1 4HN, UK
L74140GJ1982PLC005215  100 Trade Center, Suite G700, Office No 767 & 771,
Middle East Woburn, MA 01801, Massachusetts, Boston.

1. Mastek Arabia FZ LLC 4. Meta Soft Tech Solutions LLC

112, Building 11, Dubai Internet City, PO Box: 500830, S uite 100 & 160, Portico Place II, 2195 West Chandler
Dubai, UAE Boulevard, Chandler - 85224, Arizona

Mastek Arabia FZ-LLC - Branch 5. BizAnalytica Solutions LLC

1407, Grosvenor Business Tower, Plot No. 48-0, Al  1900 West Park Drive, Suite 280,
Thanyah First, PO Box : 500830, Dubai, UAE. Westborough, MA 01581
42nd Annual General Meeting
2. Evolutionary Systems Consultancy LLC 6. Mastek Digital Inc.
Building No. 6, F7, Sector E25, Al Nahyan Aria - Muroor,  1567, 4 Robert Speck Parkway, 15th Floor Mississauga
Day and Date: Friday, September 20, 2024
Abu Dhabi, UAE. Ontario L4Z 1S1 Canada

Time: 5.00 P.M. IST 3. Mastek Systems Egypt LLC (Formerly Evolutionary 7. Evolutionary Systems Canada Limited
Systems Egypt LLC) 1567, 4 Robert Speck Parkway, 15th Floor Mississauga

37 Ali Amer Street - Off Makram Ebeed Street - Infront Ontario L4Z 1S1 Canada
Mode: Through Video Conferencing / Other Audio
of Child Garden, 6th floor, Flat 603, Nasr City,
Visual Means Facility Cairo – 445013, Egypt Rest of World
4. Evolutionary Systems Saudi LLC 1. Mastek Systems (Singapore) Pte. Ltd. (Formerly
Suite #1, Addayel plaza, Dabbab Street, Sulaimaniah, Evolutionary Systems (Singapore) Pte. Ltd.)
PO Box: 220032, Riyadh - 11311, Kingdom of  Level 42-01, Suntec Tower Three 8 Temasek,
Saudi Arabia. Boulevard - 038988, Singapore
5. Mastek Systems Bahrain WLL (Formerly 2. Mastek Systems (Malaysia) SDN BHD (Formerly
Evolutionary Systems Bahrain WLL) Evosys Consultancy Services Malaysia SDN BHD)
Manama, Hoora District, Block 319, Road 1910, Building  Suite B-01096, Dataran 3 Two, No. 2, Jalan 19/1,
Remote e-voting period: 322, Apartment no. 69, Building Name: Dar Elizz Tower Petaling Jaya - 46500, Selangor, Malaysia
P.O Box 548, Bahrain.
Tuesday, September 17, 2024 at 09:00 A.M. IST to 3. Mastek Systems Pty. Ltd. (Formerly Evolutionary
6. Evosys Kuwait WLL Systems Pty. Ltd.)
Thursday, September 19, 2024 at 05:00 P.M. IST Al-Wataniya Tower, 7th Floor, Al-Qibla, a. Level 26, 44 Market Street Sydney, New South
PO Box No. 28702, Kuwait. Wales, 2000 Australia
Book closure period (for Dividend & AGM): 7. Evolutionary Systems Qatar WLL b. Level 02, Riverside, Quay 1, South bank,
1028 Al Shoumoukh Towers, 10th
floor, Tower B, C –Ring Boulevard, South Bank, Victoria - 3006, Australia
Thursday, September 19, 2024 to
Road, Al Sadd, Doha, PO Box No. 122001, Qatar. 4. Mastek Systems B.V. (Formerly Evolutionary Systems B. V.)
Friday, September 20, 2024 a. Office No 140 & 141,Haarlemmerweg 331,
Amsterdam, 101LH Netherlands
b. Floreasca, SRL, Office No 10, Gara Herastrau
Street, No. 2, 2nd District, 2nd Floor,
Bucharest - 020334, Romania
 Mastek Limited About How We Building a Statutory Financial Shareholder
374 Annual Report 2023-24 Mastek Create Value Sustainable Future Reports Statements Information

Office Locations of Mastek Group Entities Notes

(including subsidiaries)
India Office Locations

Mastek Limi ted Mastek Enterprise Solutions Private Limited

Ahmedabad Ahmedabad
804 / 805, President House, Opposite C. N. Vidyalaya, a. 804 / 805, President House, Opposite. C. N. Vidyalaya, Near
Near Ambawadi Circle, Ahmedabad – 380 006. Ambawadi Circle, Ahmedabad – 380 006.
b. 11th Floor, Kataria Arcade, Beside Adani Vidya Mandir School,
S.G. Highway, Makarba, Ahmedabad – 380 054.
c. Office No 3,4 & 5,Acropolis Mall, C Block, 3rd Floor, Thaltej
Cross Road, S.G. Highway, Ahmedabad – 380 059.
Mumbai Pune
a. #106 SDF IV, Seepz, Andheri (East), Mumbai - 400 096. iSprout Business Centre Private Limited
b. #183, SDF VI, Seepz, Andheri (East), Mumbai - 400 096. iSprout Panchshil Tech Park One,
c. # IT 5 / 6 / 7 / 8 of SDF VII, Seepz, Andheri (East), C- Wing, Office No. 2,
Mumbai - 400 096. 2nd Floor, IBM TECH PARK,
Shastrinagar, Yerawada,
Navi Mumbai
Pune - 411 006.
a. A/7, Mastek Millennium Centre Millennium Business Park,
Mahape, TTC, Off Thane Belapur Road, Navi Mumbai – 400 710.
b. A/303 Sector 1, Millennium Business Park, Mahape,
Navi Mumbai - 400 710.
Chennai Chennai
a. Mahindra World City, Plot No. TP – 5, 4th Avenue, Nathan Sub Featherlite, Ground Floor of Block B, Survey No. 203/10B, 200
(PO), Chengalpattu, Chennai – 603 002, Tamil Nadu Feet MMRD Road, Zamin Pallavaram, Chennai - 600 044
b. Featherlite, Ground Floor of Block B, Survey No. 203/10B, 200
Feet MMRD Road, Zamin Pallavaram, Chennai - 600 044
Bengaluru Bengaluru
iSprout, Divya Shree NR Enclave, Ground Floor, iSprout, Divya Shree NR Enclave, Ground Floor, Office No. A02,
Office No. A02, 1st Main Road, KIADB Export Promotion Industrial 1st Main Road, KIADB Export Promotion Industrial Area,
Area, Whitefield , Bengaluru – 560 066, Karnataka Whitefield, Bengaluru - 560 066, Karnataka
Tiruchirappalli Noida
a. 1st to 4th Floor, Door No SG/1, Mr. C Natrajan Complex at Mr. C. N. Private Studio-14, 14th Floor, Tower 5, Candor Tech Space,
Suchindra Group, Ramchandrapuram Thennur, Sector 62, Delhi NCR, Noida - 201 309, Uttar Pradesh
Tiruchirappalli — 620 017, Tamil Nadu
Gurgaon
b. C, 79, 10A Cross Thillainagar, Tiruchirappalli,
Cabin 6-7, Ofis Square, 4th Floor, Tower-1, Vatika Business Park,
Tiruchirappalli - 620 018, Tamil Nadu
Sohna Road, Sector-49, Gurgaon - 122 018, Haryana
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