Directors Report of Happiest Minds Technologies Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the Fourteenth Annual Report covering the highlights of the finances, business and operations of your Company. Also included herein are the Audited Financial Statements of the Company (standalone and consolidated) prepared in compliance with Ind AS Accounting Standards, for the financial year ended March 31, 2025.

Highlights of Financial Performance

(Amount in '' Lakhs)
Description	Standalone		Consolidated
	March 31,2025	March 31, 2024	March 31, 2025	March 31,2024
Revenue from Operations	1,48,137	1,47,288	2,06,084	1,62,466
Other Income	16,757	11,126	10,138	8,537
Total Income	1,64,894	1,58,414	2,16,222	1,71,003
Employee benefits expense	1,01,794	94,772	1,36,534	1,01,469
Depreciation and amortization	3,719	3,430	8,870	5,829
Finance cost	9,168	4,227	9,948	4,227
Other expenses	26,542	23,632	34,108	27,412
Total expenses	1,41,223	1,26,061	1,89,460	1,38,937
Profit / (Loss) before Exceptional Items and Tax	23,671	32,353	26,762	32,066
Exceptional (Income) / Expense	2,344	-143	1,216	-1,402
Profit / (Loss) before Tax	21,327	32,496	25,546	33,468
Tax expense	4,471	7,923	7,080	8,629
Profit / (Loss) after Tax	16,856	24,573	18,466	24,839
Earnings per share (Basic)	11.19	16.55	12.26	16.73
Earnings per share (Diluted)	11.19	16.55	12.26	16.73
Net Worth as per Section 2(57) of the Companies Act, 2013	1,55,405	1,47,235	1,58,070	1,48,347

Note: Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.

A detailed analysis of the financials and business performance of the Company during the year under review is provided below.

Management Discussion and Analysis

Management Discussion and Analysis as required under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) is provided separately in the Annual Report.

Dividend & Transfer to Reserves

Your Company''s policy on Dividend Distribution is available at https://www.happiestminds.com/investors/policy-documents/.

In accordance with the said policy, your Directors declared an interim dividend of '' 2.50/- per equity share in the Board meeting held on November 13, 2024, and are pleased to recommend a final dividend of '' 3.50/- per equity share for the financial year ended March 31, 2025, i.e., the total dividend for the current financial year under review being '' 6.00/- per equity share (previous financial year - '' 5.75/- per equity share). If the above recommendation is accepted by the Members of the Company at the ensuing Annual General Meeting, the total outflow on this account will be '' 9,136.49 Lakhs.

Your Directors do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to retain the entire profits for the financial year ended March 31, 2025, in the profit and loss account.

Your Company did not have any amounts due or outstanding as of the Balance Sheet date to be credited to the Investor Education and Protection Fund.

Mergers & Acquisitions

A strategic and targeted M&A program aligned with the Company''s long-term objectives is in place, overseen by an investment committee comprising two executive Directors. The Company adopts a programmatic M&A approach, focusing on acquiring companies that are of strategic value and significant size and scale.

The current M&A priorities are:

â¢ Strengthening our geographical presence in the USA, Europe and Middle East regions.

â¢ Delve deeper into our focus industry groups, seeking specialized offerings in verticals such as Retail & Consumer Packaged

Goods (CPG), Travel, Media & Entertainment (TME), Industrial & Manufacturing.

â¢ Enhance the length and breadth of our technology offerings. Examples include Cyber Security, ServiceNow, Salesforce, Snowflake/Data Brick Partners and getting into adjacent areas for building capabilities in SAP S/4HANA.

â¢ Enhance our global alliances and partnerships by acquiring companies who specialize in providing services on MicrosoftÂ®, ServiceNowÂ® and SalesforceÂ® platform.

During the year under review, your Company acquired the following:

â¢ 100% stake in Happiest Minds Edutech Private Limited (formerly known as Macmillan Learning India Private Limited / Intellus Software India Private Limited);

â¢ 100% stake in PureSoftware Technologies Private Limited, India (âPureSoftwareâ);

â¢ 100% stake in AureusTech Systems LLC (through Happiest Minds Inc., USA - Wholly-owned Subsidiary)

â¢ 100% stake in InnovazIT Technologies LLC, Dubai;

â¢ 100% stake in GAVS Technologies LLC, Oman and;

â¢ 100% stake in GAVS Technologies Saudi Arabia for Telecommunications and Information Technology, Saudi Arabia.

Subsidiary Companies

During the year under review, your Company has twenty one (21) subsidiaries (including step-down subsidiaries) as mentioned below:

â¢ Happiest Minds Inc., USA (formerly PGS Inc.),

o AureusTech Systems LLC (till December 31, 2024) o AureusTech Systems Canada Ltd

o AureusTech Systems Private Limited ("Aureus")

â¢ Sri Mookambika Infosolutions Private Limited, India (âSMIâ),

â¢ Happiest Minds Edutech Private Limited, ("formerly known as Macmillan Learning India Private Limited / Intellus Software India Private Limited)

â¢ PureSoftware Technologies Private Limited, India (âPureSoftwareâ), o PureSoftware Pte Limited (Singapore)

o PureSoftware Africa Limited (Kenya)

o PureSoftware Private Limited (UK)

o PureSoftware Technologies Romania SRL (Romania) o PureSoftware Corp (USA)

o Pure Conference Private Limited (India) o PureSoftware Sdn. Bhd. (Malaysia)

o PureSoftware Private Limited (Nepal)

o PureSoftware Pty (Australia)

o PureSoftware Technology S. De.R.L. De. C.V., (Mexico)

o PureSoftware HK Limited (Hongkong)

â¢ InnovazIT Technologies LLC, Dubai,

â¢ GAVS Technologies LLC, Oman,

â¢ GAVS Technologies Saudi Arabia for Telecommunications and Information Technology, Saudi Arabia

The statement under Section 129(3) of the Companies Act, 2013 in respect of the subsidiaries in Form AOC-1 is attached as Annexure I. The Consolidated Accounts of your Company duly audited by the Statutory Auditors are presented as part of this Report.

The financial statements together with related information and other reports of the subsidiaries are available on the website at https://www.happiestminds.com/investors/

Your Company''s policy on material subsidiary is also available on the website at https://www.happiestminds.com/investors/ policy-documents/

Recognitions

Please refer to pages 24-25 of the Integrated Annual Report of 2024-25.

Share Capital and Debentures

During the year under review, your Company did not issue any shares. The paid-up equity share capital as on March 31, 2025, was '' 304,549,622/- consisting of 152,274,811 equity shares of '' 2/- each.

During the year under review, your Company did not issue any Debentures. However, out of earlier issued Debentures, your Company has exercised the call option to redeem 4,500 rated, listed, negotiable, unsecured, redeemable non-convertible debentures (bearing ISIN INE419U08017) of the nominal value of '' 1,00,000/- each which were listed on the Bombay Stock Exchange (BSE).

Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

Directors and Key Managerial Personnel

As on March 31, 2025, the Board of Directors of your Company comprised of eight Directors, viz., four Executive Directors and four Independent Directors including two women Independent Directors. As per the Articles of Association of the Company, one third of the Directors (other than Independent Directors) are liable to retire by rotation at the Annual General Meeting ("AGM") of the Company, every year. Mr. Ashok Soota (DIN: 00145962) retires by rotation at the ensuing 14^th AGM and being eligible, offers himself for re-appointment.

Mr. Rajiv Shah (having DIN No. 06752608) and Mr. Mittu Sridhara (having DIN No. 09247644) are appointed as Executive Director and Independent Director respectively on the Board with effect from August 5, 2024, whose appointments were approved by the members through Postal Ballot (including e-Voting) conducted in the month of September, 2024. Your Board of Directors at its meeting held on March 20, 2025, has (a) ratified re-designation of Mr. Ashok Soota (having DIN No.00145962) from Executive Chairman to Chairman & Chief Mentor; and (b) ratified re-designation of Mr. Joseph Anantharaju (having DIN No. 08859640) from Executive Vice Chairman to Co-Chairman & CEO.

Mr. Ashok Soota (having DIN 00145962-Chairman & Chief Mentor), Mr. Joseph Anantharaju (having DIN 08859640-Co-Chairman & CEO), Mr. Venkatraman Narayanan (having DIN 01856347-Managing Director), and Mr. Rajiv Shah (having DIN 06752608-Executive Director) are Executive Directors on the Board.

Ms. Anita Ramachandran (DIN 00118188), Mr. Rajendra Kumar Srivastava (DIN 07500741), Ms. Shuba Rao Mayya (DIN No. 08193276) and Mr. Mittu Sridhara (DIN 09247644) are the Independent Directors on the Board with Mr. Rajendra Kumar Srivastava being designated as the âLead Independent Directorâ. Pursuant to the provisions of Section 149 of the Companies Act, 2013 the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company.

The term of appointments of Ms. Anita Ramachandran (DIN 00118188), Mr. Rajendra Kumar Srivastava (DIN 07500741), Ms. Shuba Rao Mayya (DIN No. 08193276) has expired on June 3, 2025, and being eligible, they have offered themselves for re-appointment for a second term of 5 years at the forthcoming AGM.

Policy on Nomination and Remuneration of Directors

This policy on the nomination and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel has been formulated by the Nomination, Remuneration and Board Governance Committee and approved by the Board of Directors of the Company. The policy is guided by the principles and objectives as enumerated under the provisions of the Companies Act, 2013 and the Listing Regulations, to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. A copy of the policy is uploaded on the Company''s website at https://www.happiestminds.com/ investors/policy-documents/.

We confirm that the remuneration paid to Directors, Key Managerial Personnel and Senior Management Personnel is in accordance with the said policy of the Company. The statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure II.

None of the Executive Directors of the Company were in receipt of any commission from the Company or any remuneration from the subsidiaries of the Company.

Familiarization Program for Independent Directors

The Company has in place a familiarization program for its Independent Directors. The objective of the program is to familiarize Independent Directors on our Board with the business of the Company, industry in which the Company operates, business model, challenges etc. through various programs which includes interaction with subject matter experts within the Company, meetings with our business leads and functional heads on a regular basis.

The familiarization program and other disclosures as specified under the Listing Regulations is available on the Company''s website at https://www.happiestminds.com/investors/disclosure/HappiestMinds-Details-of-Familiarization-Programme.pdf

Board Evaluation

The Nomination, Remuneration and Board Governance Committee of the Company has reviewed and approved the evaluation criteria for the Board Evaluation. The criteria for the evaluation were broadly based on the SEBI''s Guidance Note on Board Evaluation. The evaluation criteria covered the Board as a whole, the Committees of the Board, each individual Director and the Chairman of the Company and were focused on the Board''s composition and accountability, their role in setting strategies, the effectiveness of the Board Committees and the performance of each individual Director and the Chairman.

During the year under review, the questionnaire was circulated to all the Board Members of the Company in a transparent and confidential manner and based on their responses, a detailed report was presented to the Board on an anonymous basis to give an understanding of its working dynamics, highlight areas of strength/improvement and proposed the suggested action plan to improve the Board''s overall performance and effectiveness. The management has taken note of all the suggested action plans for implementation and some of the key suggestions were:

â¢ Plan and dedicate more time to review business risks, long term viability, acquisitions we should pursue etc.

â¢ Organize periodical meetings with the Board and next level leaders and have open and transparent discussions.

â¢ The Board should conduct a thorough review of acquisitions, posing critical questions such as why the acquisition is being pursued, what long-term value it is expected to bring, and how it has performed historically. Additionally, the Board must ensure accountability if an acquisition does not meet expectations and regularly seek updates on progress toward its strategic objectives.

â¢ The Board should establish a mechanism to monitor the progress of its succession plan and regularly review whether the organization is providing the appropriate training and investing adequately in employee development.

â¢ The Board should reassess the overall mandates of certain committees, including the Risk Management Committee and the Strategic Initiatives Committee.

Committees of the Board

The details of the powers, functions, composition, and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of the Annual Report.

Board Meetings

The Board of Directors of the Company met ten times during the year under review. The details of these Board Meetings are provided in the Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

Corporate Governance

Your Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations. A report on Corporate Governance is disclosed separately in the Annual Report.

A Certificate from M/s. V Sreedharan & Associates, a firm of Company Secretaries in practice, confirming the compliance with the conditions of Corporate Governance as stipulated under the said Regulations is attached as Annexure VI to this Report.

Employees Stock Option Plan (ESOP)

During the year under review, no fresh grants were made under the Happiest Minds Employee Stock Option Scheme 2020, however, your Board of Directors at its meeting held on April 02, 2025, based on recommendation of Nomination, Remuneration and Board Governance Committee, approved to grant 109,070 Options to some of its senior executives.

During the year under review, your Company facilitated the transfer of 6,94,066 Equity Shares of '' 2/- each by the Happiest Minds Technologies Share Ownership Plans Trust to the employees who exercised their options under the old schemes.

The additional details of stock options are provided under Notes to Financial Statements (Standalone).

Pursuant to the requirements of the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, a certificate has been issued by the Secretarial Auditors of the Company confirming that the Plan has been implemented in accordance with the said Regulations and in accordance with the resolution passed by the Company in the General Meeting.

As required under the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the applicable disclosures as on March 31,2025, are uploaded on the website of the Company at https://www.happiestminds.com/investors/disclosures/

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes the code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available at https://www.happiestminds.com/investors/policy-documents/

Vigil Mechanism

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Listing Regulations is implemented through the Company''s Whistle Blower Policy to enable all its employees, consultants (part-time, full-time and temporary employees) of the Company and its subsidiary companies and its associate companies to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. Your Directors affirm that no employee/consultant has been denied access to the Audit Committee.

The Whistle Blower Policy is available at https://www.happiestminds.com/investors/policy-documents/

During the year under review, your Company did not receive any complaints under the said Policy.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, copies of the Annual Returns of the Company for previous financial years prepared in accordance with Section 92(1) of the Act have been placed on the website and is available at https://www.happiestminds.com/investors/disclosures/

Software Technology Park

The entire Indian operations of the Company have been registered under the Software Technology Parks of India (STPI) Scheme.

Deposits

Your Company has not accepted any deposits during the year under review and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Significant & Material Orders passed by the Regulators or Courts or Tribunals

During the year under review, your Directors confirm that there were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its future operations.

Loans, Guarantees and Investments

Related Party Transactions

The Policy on related party transactions is available at https://www.happiestminds.com/investors/policy-documents/

Particulars of the Contracts or Arrangements with related parties referred to in Section 188(1) in the format specified as Form AOC-2 forms part of this Report as Annexure III. Further details of related party transactions are provided in Notes to Financial Statements (both Standalone and Consolidated).

All the Related Party Transactions entered by your Company with the Related Parties are in the ordinary course of business and are carried out at arm''s length pricing.

Details of the transaction(s) of your Company with the entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under Para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

Auditors & Auditorsâ Report

The current Statutory Auditors of the Company are M/s. Deloitte Haskins & Sells (ICAI registration number 008072S) who have been appointed at the 10^th AGM of the Company held on July 07, 2021 to hold office for a term of 5 years i.e., till the conclusion of the 15^th AGM.

The Auditors'' Report does not contain any qualification, reservation, or adverse remark on the financial statements for the financial year ended March 31,2025. The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. V Sreedharan & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report issued by them for the financial year ended March 31,2025, is attached as Annexure VII to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks.

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in his Report.

Sustainability and Corporate Social Responsibility (CSR)

The Company''s Sustainability, Environment, Social and Governance Reporting is provided separately as part of the Annual Report.

The annual report on CSR including a brief outline of the CSR Policy and the activities undertaken during the year under review is enclosed as Annexure IV to this Report. The CSR policy is available at https://www.happiestminds.com/investors/policy-documents/

Risk Management

Your Company under the supervision of the Executive Board has established a well-defined framework and procedures on organization wide risk and its management. The framework encompasses significant risk in areas of Information security, operations, delivery, and key support functions. Under the framework and procedures, detailed risk management guidelines have been prescribed and implemented covering Risk Identification, Analysis, Response, Tracking, and Management Discussion and Mitigation. Risk registers are maintained by respective functions and project teams. These are centrally reviewed and periodically monitored by compliance and governance teams identified as the owner for the area of risk. The Chief Information Security Officer (CISO), Chief Information Officer (CIO) and Engineering and Business Excellence Team (EBE) work together with the Executive Board in achieving the above.

The Executive Board with the assistance of the CISO, CIO and EBE follows a process covering the steps below in identifying areas of risk in the Company. The process covers (a) Identification of key risk areas (b) Assessment of key risks for probability and impact (c) Prioritization (d) Formulation of response (e) Identification of Owners (f) Participation by Owners in outlining mitigation plans (g) Reporting on adequacy and effectiveness and (h) Acceptance of residual risk.

Your Company while designing its strategy in drawing up of its long term business plan, makes provision to accommodate broader/ higher level of risk than it expects/envisages so that Company is prepared to sustain in the eventuality of unforeseen level of risk.

Significant risks areas which have been identified and are constantly monitored are (a) Investment Risks - Failure to provide expected returns for defined objectives and risk such as underperforming to the stated objectives and/or benchmarks (b) GCC Risks - Shift in Customer Business towards GCC; Loosing key people from select accounts to Client GCC and ask to work from Customer GCC (c) Peopleâs Risk - Inability to attract and retain quality people, Inadequate succession planning; Inappropriate work culture and ethics; Inefficient whistle blower mechanism; Inappropriate policy for woman safety at workplace (d) Legal and Regulatory Risks - Legal/ commercial rights and obligations are not clearly defined or misunderstood; Commercial interests not adequately protected by legal agreements (e) Compliance Risks - Non-conformance with or inability to comply with rules, regulations, prescribed practices, internal policies and procedures or ethical standards; Compliance of Acquired companies and any prior period issues (f) Sustainability Risk - Actions causing environmental damage; Compromising human rights or labor rights; Threatening occupational health and safety (g) Cyber security risk - Loss of Company''s or customer artifacts, digital assets (code, database etc.,) or IP; Sharing of personally identifiable information without requisite approvals; and Ransomware attacks.

People Practices

FY 2024-25 marked a transformative chapter for the People Practices function as we continued to operate at the intersection of enterprise agility, member well-being, and talent capability building. Grounded in the proprietary 8C Model-Care, Connect, Capability, Communication, Compliance, Culture, Collaboration, and Change-our strategy was recalibrated to reflect the evolving expectations of a multi-generational, globally distributed workforce. This reorientation enabled us to manage increasing complexity in talent ecosystems while remaining sharply aligned with Happiest Minds'' broader business priorities.

At the structural level, we reinforced organizational agility by completing the integration of our subsidiaries SMI and Aureus, followed by the harmonization of compensation and organizational design for our Centre of Excellence. These efforts brought uniformity, fairness, and scalability to our operating model. Our benefits architecture evolved to reflect this same philosophy, with enhancements such as location-specific Joy Fund allocations, broadened access to health check-ups, and expanded car lease benefits. The introduction of a Fixed Term Engagement model ensured equitable access to benefits for project-based talent-demonstrating our commitment to balancing workforce fluidity with inclusive experience.

Digital transformation remained central to our operating rhythm. We deepened the integration of our HRMS ecosystem to create a more seamless people experience, while Power BI-enabled dashboards provided real-time visibility into talent movement for

leadership teams. A full-scale validation of people master data reinforced system-wide compliance and data fidelity. These capabilities, paired with a robust governance framework, enabled us to successfully conclude five critical auditsâISO 9001, 27701, 20000, and PIMSâdemonstrating our ongoing commitment to operational transparency and global audit readiness.

In line with our strategic talent development priorities, the i3 Talent Transformation Program was expanded to deliver curated growth tracks for Business Analysts, Delivery Managers, and Architects. Simultaneously, the Global Leadership Development Program was fortified to deepen leadership readiness and contextual learning. A significant milestone was the launch of a Reverse Mentoring initiative, which enabled junior people to mentor senior leaders on digital fluency and generational shiftsâdriving a two-way exchange that bridged perspectives and accelerated innovation.

Our cultural evolution continued to center around systemic listening and Happiness Evangelism. Platforms such as the Happometer captured over 13,000 check-ins, revealing an 87% happiness score among people. Initiatives like Seven Spokes of Happiness, Mindfulness Matters, and Little Mithra enriched the emotional well-being architecture of the organization and the Mithra contributed over 1,300 hours of support. Through our MVV and mindfulness inductions, more than 2,500 new people were immersed in the cultural ethos of Happiest Minds, reinforcing emotional presence and shared purpose from Day One.

Listening to people sentiment continued to guide our engagement strategy. The Happiest People Pulse Survey (HPPS) reflected high pride and happiness levels, particularly among new joiners, while also highlighting improvement areas such as team integration and promotion clarity. In response, we introduced targeted actions including appreciation campaigns across functions, simplified promotion clinics, and onboarding cohorts that enhanced early-stage belonging. Real-time feedback from Dipstick surveys further shaped interventions around leadership visibility and change navigation, ensuring responsive, data-informed engagement.

Cultural participation evolved into a deeper social fabric. Events like Potlucks, Biryani Bash, Mango Mania, and the Happiest Minds Run engaged over 1,000 people and fostered informal belonging. We commemorated key festivals and global observancesâ Navratri, Women''s Day, Independence Day, and the International Day of Happinessâby welcoming children from Mala Smriti Home and visually impaired performers, reinforcing our commitment to inclusion in every shared experience. The launch of Career Shorts, a platform to capture and celebrate people narratives, further deepened cultural continuity and internal storytelling.

Our benefits portfolio underwent strategic reimagination. We introduced flexible insurance options, refreshed partnerships across wellness touchpointsâhospitals, fitness centers, salons, and educational institutionsâand introduced symbolic gestures such as tree-planting childbirth gifts. Insurance coverage was extended to bereaved families, and we operationalized our Leave Donation Program to enable targeted support in times of need. we institutionalized the Harmony-Benevolent Fundâa values-driven, member-funded initiative offering financial support to Happiest Minds and their families facing critical medical crises beyond insurance coverage. Anchored in collective compassion, the fund reinforces our culture of empathy and trust, and will be scaled as a core pillar of our holistic well-being ecosystem. Global benefit harmonization efforts were completed across the UK, UAE, and Germany, ensuring consistency of experience for our international teams.

Diversity, Equity, and Inclusion (DEI) efforts matured into systemic behaviours. We sustained a 26.6% gender diversity ratio, trained over 3,300 people on inclusive practices, and accelerated our disability hiring program. We also laid the groundwork for our upcoming Women Mentorship Program, poised to launch in FY 2025-26. The Aura network continued to expandânow 1,650 strongâoffering a vibrant platform for peer learning, identity celebration, and psychological safety.

Our social impact agenda came to life through the Circle of Happiness platform. During Daan Utsav alone, we raised ''14.5 lakh, directly impacting four NGOs and fulfilling over 2,500 people wishes. Our ongoing partnership with Akshaya Patra supported the distribution of 2.1 million meals, while culturally enriching initiatives such as pottery, caricature workshops, and wellness helpdesks reinforced the bond between care, creativity, and community.

Recognition for our efforts was widespread. Happiest Minds was named among India''s Top 50 Best Workplacesâ¢ in Health & Wellness and IT & IT-BPM, and featured on the Best Workplaces for Womenâ¢ list. We were also honoured by Avtar & Seramount as one of the Top 100 Best Companies for Women in India. Our continued investments in innovation earned us accolades for Digital Transformation of the Year, Best Tech for Security, and Top Firm in AI & Analytics. Recognition of our leadership by 3AI and ISG further endorsed our positioning as a purpose-led, future-forward organization.

Looking ahead to FY 2025-26, our People Practices strategy will focus on enabling a digitally empowered, deeply human experience. Our priorities include building intelligent, people-first systems; designing hyper-personalized growth journeys; institutionalizing a Culture OS grounded in micro-moments of inclusion; advancing predictive workforce analytics; and embedding holistic well-being

into leadership performance metrics. Through these levers, we aim not just to support the business but to be a source of sustainable competitive advantageâfueling performance, resilience, and belonging.

As we look to the future, our commitment remains unwavering: to shape an environment where every person thrivesâpersonally, professionally, and purposefullyâand where Happiest Minds continues to set the benchmark for people excellence in the global technology landscape.

Quality and Service Management System (QMS, SMS)

1. Quality Policy

âHappiest Minds will consistently strive for customer happiness. We are committed to deliver excellence in our services by continually improving processes and systems, aiding in creating value to all our stake holdersâ. Our Quality Policy aligns with our Mission statement.

Happiest Minds this year has defined a Service Management standard for Infrastructure and Security services, aligning service delivery with industry standards.

Our new SMS policy is.

âHappiest Minds will consistently strive for Customer Happiness. We are committed to excellence by delivering reliable and consistent services to our customers as per the service agreements and contractual requirements by Continually improving the processes and systems; Optimizing the required capacity and availability of services; and Aiding in creating value to all our stakeholdersâ

2. Management Framework

Our strategy towards continual quality improvement is derived from our Vision, business needs, technology changes, customer feedback, suggestions, and process performance. Our quality processes, based on industry best practices, are continually refined through experience and external assessments. Your Company has received accreditation on international quality and process models, including ISO 9001:2015. In December 2021, your Company was recertified for ISO 9001:2015. We have undergone recertification audit in December 2024 updating our new IG based organization structure. External auditors have also appreciated our effort towards getting new climate changes as part of ISO. We also updated our Information Security standards to ISO 27001:2022 and privacy standards to ISO 27701:2022. This guides our policies and procedures for protecting information security, our own software enablers and customers'' software enablers.

To enhance our Quality standards towards service delivery we have undergone year long journey of creating service management system which also included aligning towards Service Management system standards of ISO 20000-1:2018. During the year under review, your Company got itself certified for ISO 20000-1:2018 standard.

3. Engineering Practices

Our engineering practices ensure high-quality software delivery, earning consistent customer trust. We measure the satisfaction levels of our customers annually and have been consistently improving on the scores, year after year since inception. Our digital driven engineering practices have been well accepted by our customers with some of them adopting these practices in their internal processes. To enhance our data driven engineering practices we have integrated the measures captured by various tools and have built Integrated Metric dashboard which would help our teams to take quicker decisions and deliver with Agility. This Financial year we have started our journey towards improving developer productivity by adopting new industry acclaimed Gen- AI tools for various development phases. We are in process in capturing productivity improvement metrics and showcase this quantitative productivity improvement gained by leveraging these tools.

We have adopted Agile practices to support our Mission of âBorn Digital. Born Agileâ.

4. Systems Driven Approach

We continually enhance our systems to align with industry best practices and organizational changes. Along with this our well-established Business Intelligence platform supports informed decision-making, and we have added no-code/low-code platforms to automate processes and enhance delivery. This financial year we have enhanced our platforms to provide lead indicators to the teams to take proactive actions and mitigate risks early.

5. Quality First

Apart from regular code reviews process our projects extensively use Code Quality tools to check the code on various parameters. Our Code Quality Index based on the Code Quality metrics helps us to measure and deliver high-quality outputs to our customers. We have focused groups for critical code reviews and have enhanced our repository system for structured and secure code management. Metrics from code quality tools and repository systems are integrated into our dashboard, providing early warnings and helping teams take corrective actions.

6. Rapid Iteration and Experimentation

Our Agile teams develop solutions through fast cycles of testing and learning. We use minimum viable products to test and learn quickly, allowing customers to experience early versions of products and reducing the time to production release. We have introduced new testing processes and tools, with metric-based monitoring to deliver predictive quality.

Our DevOps practices include continuous integration, code analysis, testing, and deployment, helping us decrease turnaround times and build better-quality products.

This year we have focused towards using Gen-Ai based productivity improvement tools in each of our software development phases which would help in faster Quality delivery and enhance our Agile delivery practices.

7. Information Transparency

We ensure the accessibility, accuracy, and availability of quality data across the organization. Various data pipelines and reports enable team members to share ideas and results easily. This year, we integrated more SaaS-based systems and introduced API-based data pipelines for timely data access.

8. Continuous Learning

Continuous learning occurs at both individual and organizational levels. We have structured processes and tools for knowledge sharing, ensuring that information learned through experimentation and experience is available across the organization. This year, we focused on enabling teams to use Gen-AI tools for productivity improvement, and this focus will continue next year.

9. Involve to Evolve

We engage team members in continual improvement programs, forming focused groups to drive the improvement journey. Our initiatives have significantly reduced rework, increased productivity, adhered to schedules and budgets, and added value, resulting in customer delight. Our "My Customer Happy Customer" (MCHC) framework provides a balanced view of projects from the customer''s perspective.

This financial year we also have started working closing with customers and have created offerings to help in improve and enhance their delivery process and help them visualize outputs using various measurement frameworks.

10. Rewards and Recognitions

Team members are rewarded for exemplary work in process improvements and customer delight with awards such as the Code Excellence Award and Service Delivery Excellence Award.

11. Customer Connect

Our 7C framework helps us understand customer behaviors, needs, and expectations, guiding continuous engagement and enriching customer relationships. We conduct Customer Happiness Surveys and Customer Pulse reviews, and hold regular reviews with customers to discuss current engagements and future needs. We have introduced feedforward mechanisms to better align our strategies with customer needs.

This year, we used Gen-AI tools to analyze customer feedback and take appropriate actions.

Customer escalations are tracked and managed through our project management system, ensuring timely resolution and communication.

Internal Control System

Your Company has deployed adequate Internal Control Systems in place to ensure the smooth functioning of its business. The processes and the systems are reviewed constantly and changed to address the changing regulatory and business environment. The Control Systems provide a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of the Company''s assets. The ERP system which the Company implemented has helped in further strengthening the internal control systems that are in place.

The existing Internal Control Systems and their adequacy are frequently reviewed and improved upon to meet the changing business environment. The Statutory Auditors as well as the Internal Auditors periodically review the Internal Control Systems, Policies and Procedures for their adequacy, effectiveness and continuous operation for addressing risk management and mitigation strategies.

Conservation of Energy, Research and Development, Foreign Exchange Earnings and Outgo

Your Company has made the necessary disclosures in Annexure V to this Report in terms of Section 134(3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014

Employeesâ Remuneration

As per the proviso to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement containing the names and other details of employees drawing more than '' 10.2 million per financial year or '' 0.85 million per month, as the case may be, are set out in a separate Annexure forming the part of Board''s Report. However, in terms of Section 136(1) of the Act, this report is being shared excluding the aforesaid Annexure and is available for inspection. Further, as per the proviso to Rule 5(3) of the said Rules, the particulars of employees posted and working outside India not being Directors or their relatives, need not be included in the Board''s Report but, such particulars shall be furnished to the Registrar of Companies. Accordingly, this Report does not contain the particulars of employees who are posted and working outside India. If any Member is interested in obtaining the aforesaid information, such Member may write to the Company in this regard.

Directorsâ Responsibility Statement

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) Accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year 2024-25 and of the profit or loss of the Company for that financial year.

(iii) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Annual Accounts have been prepared on a going concern basis.

(v) Your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operate effectively.

(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

Secretarial Standards

During the year under review, your Company has duly complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Cost Audit

The provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company.

Insolvency and Bankruptcy Code

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is not applicable.

Disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules,2014

During the year, there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âPoSH Actâ)

The PoSH Act remains a vital legislation in India, ensuring safe and respectful workplaces by preventing sexual harassment. It serves as a cornerstone in fostering a secure environment where members can work with dignity. At Happiest Minds, we are deeply committed to upholding the principles of the Act and promoting a culture of trust, inclusivity, and professionalism. Along with our gender-neutral Anti-Sexual Harassment Policy, we fully comply with the provisions of the PoSH Act. We have ensured that all our acquired entities are also PoSH compliant. To address and resolve complaints effectively, we have an Internal Committee (IC) in place, further supported by a legal expert specializing in workplace harassment laws. Through continuous awareness initiatives and training, we reinforce our zero-tolerance stance and commitment to a safe workplace for all.

The following steps have been implemented to ensure compliance with the statutory requirements of the PoSH Act: PoSH Committee:

Since the inception of the PoSH Act, Happiest Minds has remained fully compliant with its mandate by establishing a dedicated PoSH Internal Committee. The primary responsibility of this committee is to ensure that all complaints of workplace sexual harassment are handled fairly, promptly, and with utmost confidentiality. The committee is led by a Presiding Officer and consists of both male and female members, with at least 50% representation from women. It also includes representatives from each business unit and location, ensuring comprehensive coverage and accessibility for all members. With the integration of new entities, we have prioritized adequate representation from all the acquired organizations as well.

Training: In compliance with the PoSH Act, we have implemented structured training programs to raise awareness about workplace sexual harassment and the Act''s provisions. All members, including partners, are required to complete PoSH training through an online module. At Happiest Minds, PoSH training is mandatory, covering key modules such as:

â¢ Walk through of the PoSH Act

â¢ What is covered under sexual harassment

â¢ Gender based scenarios under PoSH

â¢ Sexual Harassment during remote working

â¢ How to raise a complaint

â¢ Investigation procedure

Please Note: To reinforce learning, a PoSH Annual Refresher Training is conducted for all Happiest Minds. Failure to complete the mandatory training within the stipulated timeframe is recorded as non-compliance in the concerned member''s or partner''s performance review.

Complaints: We have not received any PoSH complaints during the year under review. Although no complaints were raised under PoSH in FY 25, we ensured that PoSH awareness was created through our various outreach programs.

Disciplinary action: No disciplinary action was taken, as there was no complaint registered during the year under review.

Compliance: As required under PoSH Act, we have filed an Annual Report with the competent authorities. All required documents in compliance with the PoSH Act have been filed. There have been no non-conformities or observations identified by our competent authorities.

Other Action taken to create awareness:

During the year under review, with most members working from office under a structured hybrid model, we reinforced our commitment to PoSH compliance and awareness. Through consistent communication, we shared guidelines, conducted training, and organized PoSH Awareness Month, ensuring a workplace culture that remains safe, inclusive, and free from harassment. To reinforce compliance, we prominently displayed PoSH posters alongside the statutory boards. Both senior leadership and senior managers have successfully completed their PoSH training, demonstrating their commitment to fostering a safe, respectful, and harassment-free workplace culture.

Training has been provided to PoSH Committee members in accordance with the PoSH Act, and we remain committed to further strengthening compliances.

Full Disclosure Statement:

While the PoSH Act primarily safeguards women from workplace sexual harassment, we have proactively expanded the scope of our Sexual Harassment Policy to ensure protection for all members and partners, regardless of gender, contractual status, caste, class, race, ethnicity, or affinity, while remaining aligned with the provisions of the Act.

Our policy also extends to visitors and casual employees, reinforcing our commitment to a safe and inclusive work environment. Additionally, all complaints received by the Internal Committee (if any) are thoroughly reviewed and handled with the utmost confidentiality.

Disclosure under Maternity Benefits Act, 1961

Your Company complies with the provisions of the Maternity Benefits Act, 1961, ensuring eligible women members receive their statutory entitlements, including up to 182 days of fully paid maternity leave and additional provisions in cases of medical complications or pregnancy loss. These benefits reflect our commitment to creating a compliant, inclusive, and supportive workplace that prioritizes the health and well-being of expecting and new mothers.

Acknowledgements

Your Directors have pleasure in recording their appreciation for all the guidance and co-operation received from all its customers, Members, investors, vendors, partners, bankers, government authorities and other stakeholders for their consistent support to your Company in its operations. Your Directors take this opportunity to place on record their sincere appreciation of the dedication, contribution and commitment of all Happiest Minds in Company''s growth.

Mar 31, 2024

The Directors take pleasure in presenting the Thirteenth Annual Report covering the highlights of the finances, business and operations of your Company. Also included herein are the Audited Financial Statements of the Company (standalone and consolidated) prepared in compliance with Ind AS Accounting Standards, for the financial year ended March 31,2024.

Highlights of Financial Performance

Amount in Rs. Lakhs
Description	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31,2024	March 31,2023
Revenue from Operations	1,47,288	1,33,255	1,62,466	1,42,929
Other Income	11,126	2,234	8,537	2,111
Total Income	1,58,414	1,35,489	1,71,003	1,45,040
Employee benefits expense	94,772	78,690	1,01,469	80,681
Depreciation and amortization	3,430	2,996	5,829	4,191
Finance cost	4,227	2,150	4,227	2,186
Other expenses	23,632	22,485	27,412	26,362
Total expenses	1,26,061	1,06,321	1,38,937	1,13,420
Profit / (Loss) before Exceptional Items and Tax	32,353	29,168	32,066	31,620
Exceptional (Income) / Expense	143	-	1,402	-634
Profit / (Loss) before Tax	32,496	29,168	33,468	30,986
Tax expense	7,923	7,530	8,629	7,887
Profit / (Loss) after Tax	24,573	21,638	24,839	23,099
Earnings per share (Basic)	16.55	15.11	16.73	16.13
Earnings per share (Diluted)	16.55	15.00	16.73	16.01
Attributable to:
Shareholders of the Company	24,573	21,638	24,839	23,099
Opening balance of retained earnings	38,240	22,388	39,064	21,773
Dividend on equity shares	-8,604	-5,715	-8,604	-5,715
Other Comprehensive income recognised directly in retained earnings	-281	-94	-259	-116
Transferred from share option outstanding reserve for options forfeited	2	23	2	23
Closing balance of retained earnings	53,930	38,240	55,042	39,064

Note: Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.

A detailed analysis of the financials and business performance of the Company during the year under review is provided below.

Management Discussion and Analysis

Dividend & Transfer to Reserves

Your Company''s policy on Dividend Distribution is available at https://www.happiestminds.com/investors/policy-documents/.

In accordance with the said policy, your Directors declared an interim dividend of '' 2.50/- per equity share in the Board meeting held on October 17, 2023 and are pleased to recommend a final dividend of '' 3.25 /- per equity share for the financial year ended

March 31,2024, i.e., the total dividend for the current financial year under review being '' 5.75/- per equity share (previous financial year - '' 5.40/- per equity share). If the above recommendation is accepted by the Members of the Company at the ensuing Annual General Meeting, the total outflow on this account will be '' 8,755.80 Lakhs.

Your Company did not have any amounts due or outstanding as of the Balance Sheet date to be credited to the Investor Education and Protection Fund.

Mergers & Acquisitions

A strategic and focused M&A program tied to the long-term goals of the Company is in place and is represented by the investment committee which consists of two executive members. The Company follows a programmatic M&A approach which works to acquire companies of strategic interest and of meaningful size and scale.

The current M&A priorities are -

â¢ Strengthen our geographical presence in USA, Europe, Middle-East and Australia / New Zealand regions

â¢ Enhance length and breadth of our technology offerings - Cyber Security, Service Now, Salesforce, Low Code / No Code

â¢ Go deep into our focus industry groups seeking specialized offerings in sub verticals - Insurance, Banking, Life Sciences

â¢ Enhance partnerships and strategic alliances with Microsoft, Service Now, etc.

Subsidiary Company

As of March 31,2024, your Company had two wholly-owned subsidiary companies viz., Happiest Minds Inc., USA (formerly PGS Inc.) and Sri Mookambika Infosolutions Private Limited., Madurai, India (âSMIâ). The statement under Section 129(3) of the Companies Act, 2013 in respect of the subsidiaries in Form AOC-1 is attached as Annexure I. The Consolidated Accounts of your Company duly audited by the Statutory Auditors are presented as part of this Report.

The financial statements together with related information and other reports of the subsidiaries are available on the website at https://www.happiestminds.com/investors/

Your Company''s policy on material subsidiary is also available on the website at https://www.happiestminds.com/investors/ policy-documents/

Recognitions

Please refer to pages 22, 23 of the Integrated Annual Report of 2023-24.

Share Capital and Debentures

During the year under review, your Company issued 54,11,255 equity shares of face value of ''2/- each at a price of '' 924/- per equity share. The paid-up equity share capital as on March 31, 2024, was '' 304,549,622/- consisting of 152,274,811 equity shares of '' 2/- each.

Further your Company has issued 8,000 rated, listed, negotiable, unsecured, redeemable non-convertible debentures of the nominal value of '' 1,00,000/- each and are listed on the Bombay Stock Exchange (BSE).

Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

Directors and Key Managerial Personnel

As on March 31,2024, the Board of Directors of your Company comprised of six Directors, viz., three Executive Directors and three Independent Directors including two women Independent Directors. As per the Articles of Association of the Company, one third of the Directors (other than Independent Directors) are liable to retire by rotation at the Annual General Meeting (âAGMâ) of the Company, every year. Mr. Venkatraman Narayanan (DIN: 01856347) retires by rotation at the ensuing 13^th AGM and being eligible, offers himself for re-appointment.

Mr. Ashok Soota (having DIN 00145962-Executive Chairman), Mr. Joseph Anantharaju (having DIN 08859640- Executive Vice Chairman) and Mr. Venkatraman Narayanan (having DIN 01856347-Managing Director & CFO), are Executive Directors on the Board.

Ms. Anita Ramachandran (DIN 00118188), Mr. Rajendra Kumar Srivastava (DIN 07500741) and Ms. Shuba Rao Mayya (DIN No. 08193276) are the Independent Directors on the Board with Mr. Rajendra Kumar Srivastava being designated as the âLead Independent Directorâ. Pursuant to the provisions of Section 149 of the Companies Act, 2013 the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company.

Policy on Nomination and Remuneration of Directors

This policy on the nomination and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company. The policy is guided by the principles and objectives as enumerated under the provisions of the Companies Act, 2013 and the Listing Regulations, to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. A copy of the policy is uploaded on the Company''s website at https://www.happiestminds.com/investors/policy-documents/.

None of the Executive Directors of the Company were in receipt of any commission from the Company or any remuneration from the subsidiaries of the Company.

Familiarization Program for Independent Directors

The familiarization program and other disclosures as specified under the Listing Regulations is available on the Company''s website at https://www.happiestminds.com/investors/disclosures/HappiestMinds-Details-of-Familiarization-Programme.pdf

Board Evaluation

The Nomination, Remuneration and Governance Committee of the Company has reviewed and approved the evaluation criteria for the Board Evaluation. The criteria for the evaluation were broadly based on the SEBI''s Guidance Note on Board Evaluation. The evaluation criteria covered the Board as a whole, the Committees of the Board, each individual Director and the Chairman of the Company and were focused on the Board''s composition and accountability, their role in setting strategies, the effectiveness of the Board Committees and the performance of each individual Director and the Chairman.

Some of the suggested action plans that are being implemented during FY 2024-25 are as below:

1. To expand the Board with induction of two Directors.

2. To ensure a detailed half-year review by the management.

3. To organize professional development programs for the Directors.

4. To come up with a plan for increasing the Risk committee involvement and to enhance its working procedures.

Committees of the Board

The details of the powers, functions, composition, and meetings of the Committees of the Board held during the year are given in the Report in the Corporate Governance section forming part of the Annual Report.

Board Meetings

The Board of Directors of the Company met seven times during the year under review. The details of these Board Meetings are provided in the Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

Corporate Governance

Your Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations. A report on Corporate Governance is disclosed separately in the Annual Report.

Employees Stock Option Plan (ESOP)

During the year under review, no fresh grants were made under the Happiest Minds Employee Stock Option Scheme 2020, however, your Company facilitated the transfer of 7,59,541 Equity Shares of ''2/- each by the Happiest Minds Technologies Share Ownership Plans Trust to the employees who exercised their options under the old schemes.

The additional details of stock options are provided under Notes to Financial Statements (Standalone).

As required under the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the applicable disclosures as on March 31,2024, are uploaded on the website of the Company at https://www.happiestminds.com/investors/disclosures/

Code for Prevention of Insider Trading

Vigil Mechanism

The Whistle Blower Policy is available at https://www.happiestminds.com/investors/policy-documents/

During the year under review, your Company did not receive any complaints under the said Policy.

Annual Return

Software Technology Park

The entire Indian operations of the Company have been registered under the Software Technology Parks of India (STPI) Scheme.

Deposits

Your Company has not accepted any deposits during the year under review and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Significant & Material Orders passed by the Regulators or Courts or Tribunals

Loans, Guarantees and Investments

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees, and Investments are provided as part of the financial statements. Further, your Directors have sought your approval at the ensuing AGM to enhance the limits provided under the said Section.

Related Party Transactions

The Policy on related party transactions is available at https://www.happiestminds.com/investors/policy-documents/

All the Related Party Transactions entered by your Company with the Related Parties are in the ordinary course of business and are carried out at arm''s length pricing.

Auditors & Auditorsâ Report

The Auditors'' Report does not contain any qualification, reservation, or adverse remark on the financial statements for the financial year ended March 31,2024. The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. V Sreedharan & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report issued by them for the financial year ended March 31,2024, is attached as Annexure VIII to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks.

Sustainability and Corporate Social Responsibility (CSR)

The Company''s Sustainability, Environment, Social and Governance Reporting is provided separately as part of the Annual Report.

Risk Management

The Executive Board with the assistance of the CISO, CIO and EBE follows a process covering the steps below in identifying areas of risk in the Company. The process covers:

â¢ Identification of key risk areas

â¢ Assessment of key risks for probability and impact

â¢ Prioritization

â¢ Formulation of response

â¢ Identification of Owners

â¢ Participation by Owners in outlining mitigation plans

â¢ Reporting on adequacy and effectiveness

â¢ Acceptance of residual risk

Your Company while designing its strategy in drawing up of its long-term business plan, makes provision to accommodate broader/ higher level of risk than it expects/envisages so that Company is prepared to sustain in the eventuality of unforeseen level of risk.

Significant risks areas which have been identified and are constantly monitored are:

1. Financial Risks:

a. Foreign currency fluctuation

b. Customer credit

c. Profitability and sustenance of the business

d. Availability of credit and liquidity management

2. Business Risks:

a. Concentration of revenues

b. New, emerging disruptive technologies and their impact on business, and delivery

c. Shrinking product development cycles

d. Customers insourcing

3. Operational Risks:

a. Data privacy, social media

b. Talent availability and timely staffing of projects

c. Optimal resource utilization

d. Contractual commitments and project delivery challenges

e. Business continuity

f. COVID 19 Pandemic

4. Legal and Regulatory:

a. Compliance with local legislation in the geographies we operate in

b. Dynamic and ever-changing immigration and travel laws

5. Projects Delivery related risk

a. Related to change meeting timelines, estimated effort

b. Quality of deliverables

6. Information Security Risks

a. Loss of Happiest Minds'' or Customer Intellectual Property (Assets, Code, documents etc.,)

b. Privacy breach, sharing of sensitive data without requisite approvals

c. Phishing, Malware and Ransomware attacks

d. New tech adoption e.g. AI and Generative AI

Oversight of the framework is provided by the Risk Management Committee of the Board of Directors. A Risk Management Policy has also been adopted based on this framework, copy of the policy is available at https://www.happiestminds.com/ investors/policy-documents/

People Practices

Guided by the 8C Model, which emphasizes well-being, happiness, and innovation, our People Practices team has effectively established a standout brand identity amidst a year marked by intense talent competition, business shifts, and market adjustments within the IT sector. Despite these challenges, we achieved a net increase in team members, with our attrition rate impressively falling to 13.01%âwell below our targeted 18%. This achievement is a testament to our forward-thinking adoption of technology and best practices, which not only kept us ahead in a dynamic environment but also bolstered our brand, making us a preferred employer. Our efforts are reflected in our Glassdoor rating, where members and alumni have recognized us with a commendable score of 4, showcasing the positive impact of our strategies and initiatives.

This year, our focus was centered around five strategic pillars aimed at strengthening our organization and enhancing our workforce capabilities.

Firstly, we concentrated on building our organization for scale, aiming to develop a global and distributed workforce. This effort encompassed enhancing our people practice capabilities across various domains such as benefits, engagement processes, and compliance, while also preparing for future mergers and acquisitions to ensure a seamless integration of operations, personnel, and culture. A key aspect of this pillar was the emphasis on strengthening our compensation framework, particularly for our IMSS and US operations, and customizing benefits to cater to different employee segments to boost retention rates. Initiatives like completing the SMI Integration and launching tailored compensation frameworks for our Centre of Excellence were integral to our comprehensive approach to organizational design and talent management.

In our pursuit of digital transformation and people analytics, we introduced the MySmiles HRMS and focused on leveraging technology through automation and the application of AI in our HR practices. These measures aimed to enhance efficiency, provide insights, and create a more engaging and seamless experience for our employees from their onboarding through their career development.

Developing leadership and people capabilities was another critical area of focus. Through programs like the I3 Talent Transformation and the Global Leadership Development Program (GLDP), complemented by Hogan Assessments, we invested in cultivating a robust leadership pipeline and enhancing talent across the organization. Initiatives such as executive mentoring programs and the creation of specialized tracks for sales enablement and managerial development demonstrated our commitment to nurturing leadership and talent.

Our culture-building strategy emphasized happiness evangelism, health and well-being, and the alignment of our organizational purpose and vision with employee aspirations. By expanding happiness touchpoints, enhancing participation in volunteering activities, and strengthening our listening programs like Mithra and Little Mithra, we aimed to foster a supportive and engaged community.

Our talent engagement initiatives focused on promoting diversity and inclusion, plans to launch a Women Mentoring Program by H1 FY''25 and execute various gender diversity initiatives. This pillar also aimed at reintroducing clubs and committees, enhancing workforce diversity through PWD hiring, and conducting a gender pay parity exercise. By creating more engaging office spaces and fostering camaraderie across locations, we committed to creating an inclusive and dynamic work environment.

Thanks to our focused efforts this year, we achieved remarkable successes across various domains of our operations.

In the area of Talent Management, we launched the I3 Talent Transformation program in collaboration with NIIT and Hogan, benefiting 25 Business Analysts, 27 Delivery Managers, and 36 Architects. This initiative demonstrates our commitment to talent enhancement. Additionally, the introduction of the GLDP, which included a Hogan workshop for 42 senior leaders, marks our investment in the future leadership of our organization.

Our approach to Compensation & Benefits underwent a thorough review, particularly in the UAE, where we integrated a competitive US compensation framework. Innovations like onsite salary advances, enhanced travel allowances, improved life insurance covers, and expanded corporate partnerships reflect our strategic intent to offer a competitive and comprehensive benefits package.

In the realm of Wellness Programs, our dedication to employee wellness was underscored by the successful execution of 36 Total Wellness Events, with participation from 2868 employees and an outstanding satisfaction rating of 4.5 out of 5. The launch of Ekincare, a health and wellness app, along with the completion of 58 annual health check-ups, showcases our holistic approach to employee health and engagement.

Our Happiness Evangelism efforts, through initiatives such as Mithra and the introduction of resources like the Seven Spokes of Happiness, Mindfulness Matters, and the Happiness Compass magazine, have nurtured a culture emphasizing mental and emotional well-being. The launch of Little Mithra for younger minds and the engagement of 15,652 participants with an 85% happiness rate on the Happometer since January 2023 further highlight our dedication to this cause.

Celebrations, Roadshows, and Connects have been pivotal in our engagement strategy. We organized 24 PoSH Awareness Roadshows, launched MySmiles HRMS through dedicated roadshows, and held impactful Leadership Connects for 500 new hires. Celebratory events like Potluck, Biriyani Bash, Mango Mania, and the Happiest Minds Run, engaging over 1000 participants across four cities, significantly contributed to a vibrant workplace community.

Our Recognition & Rewards & Engagement initiatives were showcased during the 10^th anniversary of Happiest Minds with a gala dinner, celebrating our journey alongside our members and their families. The Glitz 2023 Annual Awards and the release of a 10-year milestone coffee table book were significant in recognizing our team''s contributions. Additionally, our Gratitude Week, featuring 9000 messages sent to over 2800 members, underscored the culture of appreciation within our organization.

Operational Excellence was evident in our high onboarding satisfaction rates, robust audit compliance, and the efficient resolution of 89.9% of PP tickets within a day. The successful introduction of four key modules in the partner management system underlines our dedication to continuous improvement and operational integrity.

In Diversity & Inclusion (D&I), we proudly maintained a 28% gender diversity rate and expanded our Aura team to over 1596 members. Our focus on disability inclusion, high parental leave returns, and comprehensive D&I training for 3308 members illustrates our commitment to an inclusive environment where everyone feels valued.

Our Circle of Happiness initiative, through significant donations to Akshaya Patra, Idayangal Trust, and Daan Utsav for various NGOs, reflects our commitment to community welfare and extending the circle of happiness beyond our organization.

This year marked our participation and recertification in the Great Place to Work (GPTW) survey, a testament to our enduring commitment to excellence. Furthermore, Happiest Minds has been honoured with numerous awards over the past year, highlighting our standing as a premier organization in various domains. We were named among the Top 50 India''s Best Workplacesâ¢ in Health and Wellness 2023 and Top 50 India''s Best Workplacesâ¢ in IT & IT-BPM 2023 by GPTW, alongside being listed in the 100 Best Companies for Women in India 2023 by Avtar and Seramount, and also recognized as one of the Top 50 India''s Best Workplaces for Womenâ¢ 2023 by GPTW. Our achievements in innovation were spotlighted as we received the âDigital Transformation of the Year'' award at the IReC Awards 2023.

Our commitment as a leading IT organization and market leader is further illustrated through accolades such as the âBest Tech for Security'' Award at the 3^rd Edition of the IDEA Awards, and our recognition by Zinnov Zones as a âNiche & Established'' player in Gen-AI Engineering Services. Additionally, our distinction as one of the âTop Firms to Work for in AI & Analytics'' and the recognition of Mr. Sridhar Mantha as the âAI Leader of the Year'' at the 3AI ACME Awards, alongside being acknowledged as a Rising Star in the ISG''s Provider Lensâ¢ Digital Engineering Services US Report 2023, underscores our commitment to innovation and leadership in the IT sector.

As we move forward, the People Practice Team remains dedicated to pushing the boundaries of what''s possible, leveraging technology, fostering leadership, and nurturing a culture that aligns with our organizational values and aspirations. This strategic approach has not only contributed to our remarkable achievements in FY 2023-24 but also positions us for sustained success and impact in the years to come.

The People Practice Team''s achievements in FY 2023-24 highlight our strategic and holistic approach to HR management, emphasizing well-being, innovation, and inclusivity. Our efforts have solidified our position as an employer of choice in the IT industry, setting a benchmark for excellence and strategic HR management. As we look to the future, we are committed to continuing our

journey towards operational excellence, talent development, and cultural enrichment, ensuring that Happiest Minds remains at the forefront of the IT industry.

Quality Management System (QMS)

1. Quality Policy

Your Company this year has ventured into Medical device domain as part of the Healthcare Industry Group and has defined Quality Policy for Medical Devices.

We are committed to deliver Excellence in our services and enable the realization of safe, secure and clinically effective Medical Devices for its intended use, by adopting a risk-based process approach and continually improving processes and systems, aiding in creating value to all our stakeholders and ensuring regulatory compliance, leveraging our core technical competencies in hardware and software development.

2. QMS Framework

Our strategy for continual quality improvement is derived from our Vision, business needs, technology changes, customer feedback, suggestions, and process performance. Our quality processes are derived from industry best practices and are continually improved based on our experience, and our processes have been assessed by external accredited agencies. Your Company has received accreditation on international quality and process models, including ISO 9001:2015. In December 2021, your Company was recertified for ISO 9001:2015 with the external auditors applauding our focus on the digitization of internal processes. There was surveillance audit for ISO 9001:2015 in December 2022. In addition, your Company is certified to Information Security standards like ISO 27001:2013 and privacy standards like ISO 27701:2019 which guides our policies and procedures for protecting information security, our own software enablers and customers'' software enablers. To enhance our business capabilities and grow our business in the medical devices domain we have undergone year long journey of aligning QMS framework for Medical devices which also included aligning towards medical device standards of ISO 13485:2016. This would also help us align our process with medical regulatory standards of various regions. During the year under review, your Company got itself certified for ISO 13485:2016 standard.

To enhance our process towards various IT services provided by us to our customers we have started our journey of enhancing our QMS to align to ISO 20000:2018 standard. We plan for getting certified for this standard in the financial Year 2024-2025.

3. Engineering Practices.

Engineering practices form the crux of successful delivery. Our engineering practices help your Company deliver high-quality software to its customers as per the planned timelines and consistently earn their trust and enable customer happiness. We measure the satisfaction levels of our customers every year and have been consistently improving on the scores, year after year since inception. Our digital driven engineering practices have been well accepted by our customers with some of them adopting these practices in their internal processes. In this Financial year to enhance our data driven engineering practices we have started out journey towards integrating the measures captured by various tools by Integrated Metric dashboard which would help our teams to take quicker decisions and deliver with Agility.

We have adopted Agile practices to support our Mission of âBorn Digital . Born Agileâ.

4. Systems Driven

This year we have upgraded our Project management system to the latest platform including moving our entire setup to cloud. This enhanced system will help cater to our 10-year vision along with providing a platform for more Agile processes and practices. Along with our well established Business Intelligence (BI) platform which helps us to provide repots and Dashboards for well informed decision making we have also added No code low code platforms to automate processes and bring in controls for enhanced delivery.

5. Code Quality

Apart from regular code reviews process our projects extensively use Code Quality tools to check the code on various parameters. We have defined Code Quality Index based on the Code Quality metrics and this helps us to deliver high-quality outputs to our customers. We have created groups for focused code review and critical codes will be undergoing this code review. To enhance coding practices, we have introduced new repository system which helps to manage code in more structured and secure way.

6. Rapid Iteration and Experimentation

Fail fast and learn quickly - Agile teams develop solutions through fast cycles of field testing and learning from mistakes. Products and solutions are developed iteratively using minimum viable products i.e., minimum set of features needed to test and learn. This also helps our customers to get an early feel for the products/solutions that they will be using and also help reduce the time for production release. To enhance our testing practices, we have introduced new process and tools.

Your Company has deployed DevOps practices which include building pipelines for continuous integration, code analysis, testing and deployment of software solutions developed. Some of the practices like continuous deployment, pushing a new release into production based on passing of all the tests, checking code and software quality in the build pipeline and leveraging the build pipeline to get feedback on the health of their software, etc. help your Company to decrease the turnaround to the customers and build better-quality products.

7. Information Transparency

The accessibility, accuracy, and availability of quality, unfiltered data which are critical for organizational agility is deployed across the organization. Various data pipelines and reports are built to enable team members to easily share their ideas and results of their work with those who might benefit from the information.

8. Continuous Learning

At your Company, continuous learning happens on both the individual and organizational levels. At the organizational level, structured processes and tools have been enabled to share knowledge. This helps the information learned through experimentation and experience is available across the organization. There various platforms created to ideate and share the learning withing the organization.

9. Involve to Evolve

We drive continual improvement programs by actively engaging team members across the organization. Focused groups will be formed to make the resources part of the continual improvement journey to bring in the Agile community of practice, technical experts from practice, the estimation work group and the internal audit community. The continuous measurement of benefits accrued from your Company''s process improvement initiatives has brought to light a significant reduction in rework, an increase in productivity, adherence to schedules and budget, and significant added value, culminating in customer delight. We have also piloted an excellent framework named âMy Customer Happy Customerâ (MCHC) which provides balanced view of projects rolled up to customers on various aspects.

10. Rewards and Recognitions

The team members/teams are rewarded for their exemplary work towards process improvements and customer delight with awards such as Code excellence award, Service Delivery excellence award, etc.

11. Customer Connect

Your Company has a customer experience framework to understand the behaviours, needs and expectations of individual customers which helps in developing a roadmap for continuous engagement and enriching the customer relationship. As part of this framework, we conduct Customer Happiness Survey, Customer Pulse, bringing Value Adds, etc. We also make sure we have regular reviews with our customers to provide status on current engagement and discuss how we could further help our customers in their IT journey.

Along with feedback we also have introduced feedforward mechanisms to understand various needs of customers as part of our Customer Happiness Survey and hence better align our strategies towards customer needs.

Whenever there is a customer escalation related to delivery or staffing, the manager concerned will raise the escalation in the project management system. An action item for the same is created and assigned to the respective team member to track and monitor the status of the escalation. The closure of the escalation is communicated back to the customer.

Internal Control System

Conservation of Energy, Research and Development, Foreign Exchange Earnings and Outgo

Your Company has made the necessary disclosures in Annexure V to this Report in terms of Section 134(3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

Employeesâ Remuneration

As per the proviso to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement containing the names and other details of employees drawing more than '' 10.2 million per financial year or '' 0.85 million per month, as the case may be, are set out in Annexure VI to the Board''s Report. Further, as per the proviso to Rule 5(3) of the said Rules, the particulars of employees posted and working outside India not being Directors or their relatives, need not be included in the statement but, such particulars shall be furnished to the Registrar of Companies. Accordingly, the statement included in this Report does not contain the particulars of employees who are posted and working outside India. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

Directorsâ Responsibility Statement

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) I n the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) Accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year 2023-24 and of the profit or loss of the Company for that financial year.

(iv) The Annual Accounts have been prepared on a going concern basis.

(v) Your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operate effectively.

(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

Secretarial Standards

During the year under review, your Company has duly complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Cost Audit

The provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company.

Insolvency and Bankruptcy Code

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is not applicable.

Disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules,2014

During the year, there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âPOSH Actâ)

The POSH Act stands as a crucial legislation in India dedicated to preventing sexual harassment. It was put in place to ensure a safe and secure working environment for women and to deter harassment in the workplace. We believe that POSH Act has played a significant role in promoting teamwork, diversity and trust within our Company. At Happiest Minds, we are committed to fostering a safe and professional work setting. In addition to maintaining a gender-neutral Anti-Sexual Harassment Policy, we comply with the regulations of the POSH Act. To address complaints related to sexual harassment, we have established an Internal Committee. Further, to support our Internal Committee, we have appointed a legal expert specializing in the subject matter.

Following steps have been taken as a part of the ensuring that we comply to the statutory nature of the POSH Act this year:

POSH Committee: From the inception of the POSH Act, your Company has been compliant with the establishment of the POSH Committee. Complaints of sexual harassment at work will be dealt with judiciously and expeditiously by this committee. The committee comprises female and male members, of whom more than 50% are women. The committee is headed by the Presiding officer and representatives from each business and location.

Training: Based on the requirement of the POSH Act, we have initiated training and certification for all our employees and partners to create awareness about sexual harassment in the workplace and the POSH Act. We have ensured that all our employees and partners who join us have been trained on the POSH Act in India through our online module. All employees and partners completing one year in the Organisation will go through the refresher training. POSH Training is a mandatory training at Happiest Minds and the following are some of the modules that have been covered.

â¢ Walk through of the POSH Act

â¢ What is covered under sexual harassment

â¢ Gender based scenarios under POSH

â¢ Sexual Harassment during remote working

â¢ How to raise a complaint

â¢ Investigation procedure

Please Note: A POSH Refresher is conducted once every two years at Happiest Minds. Failure to complete the mandatory training within the suggested time limit will be reflected under the Performance review of the concerned employee or partner as non-complaint.

Complaints: We have received no POSH complaints during the year under review. Regardless of no complaints, we have ensured that we have created awareness of POSH through our various outreach programs.

Disciplinary action: No disciplinary action was taken as there was no complaint registered during the year under review.

Compliance: As required under POSH Act, we have filed an Annual Report with the competent authorities. All required documents in compliance with the POSH Act have been filed. There have been no non-conformities or observations identified by our competent authorities.

Other Action taken to create awareness: During the year under review, majority of our employees and partners have transitioned to working from the office after operating in a hybrid mode for most of last year. We maintained consistent communication by sharing information and guidelines on POSH compliance. Additionally, we conducted a POSH awareness month, featuring roadshows, posters, and speeches to educate employees and partners about POSH regulations. To reinforce compliance, we prominently displayed POSH posters alongside the statutory boards. All senior leaders have completed training on POSH, showcasing their dedication to nurturing a workplace culture that is free from harassment.

All members of the POSH Committee have been trained, certified and are compliant to the POSH Act''s needs to be a part of the Committee.

Full Disclosure Statement: While the provision of the POSH Act covers and protects the women members who are subjected to sexual harassment, we have taken cognizance to expand the scope of our sexual harassment policy to cover all employees and partners irrespective of gender, contractual status, caste, class, race, ethnicity or affinity, however, within the confines of the POSH Act. Company''s Policy also applies to visitors, and casual employees. Additionally, all complaints (if any) received by the Internal Committee are reviewed and kept confidential.

Acknowledgements

Mar 31, 2023

Your Directors take pleasure in presenting the Twelfth Annual Report covering the highlights of the finances, business, and operations of your Company. Also included herein are the Audited Financial Statements of the Company (standalone and consolidated) prepared in compliance with Ind AS accounting standards, for the financial year ended March 31,2023.

Highlights of Financial Performance

(Amount in '' lakhs)
Description	Standalone		Consolidated
	March 31,2023	March 31, 2022	March 31,2023	March 31,2022
Revenue from Operations	1,33,255	1,03,354	1,42,929	1,09,365
Other Income	2,234	3,771	2,111	3,710
Total Income	1,35,489	1,07,125	1,45,040	1,13,075
Employee benefits expense	78,690	61,210	80,681	62,000
Depreciation and amortization	2,996	2,423	4,191	3,288
Finance cost	2,150	830	2,186	995
Other expenses	22,485	17,577	26,362	21,598
Total expenses	1,06,321	82,040	1,13,420	87,881
Profit / (Loss) before Exceptional Items and Tax	29,168	25,085	31,620	25,194
Exceptional (Income) / Expense	-	-	(634)	(609)
Profit / (Loss) before Tax	29,168	25,085	30,986	24,585
Tax expense	7,530	6,437	7,887	6,465
Profit / (Loss) after Tax	21,638	18,648	23,099	18,120
Earnings per share (Basic)	15.11	13.21	16.13	12.84
Earnings per share (Diluted)	15.00	12.91	16.01	12.55
Attributable to:
Shareholders of the company	21,638	18,648	23,099	18,120
Opening balance of retained earnings	22,388	10,637	21,773	10,550
Dividend on equity shares	(5,715)	(6,830)	(5,715)	(6,830)
Other Comprehensive income recognised directly in retained earnings	(94)	(73)	(116)	(73)
Transferred from share option outstanding reserve for options forfeited	23	6	23	6
Closing balance of retained earnings	38,240	22,388	39,064	21,773

Note: Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.

A detailed analysis of the financials and business performance of the Company during the year under review is detailed below.

Management Discussion and Analysis

Dividend & Transfer to Reserves

Your Company''s policy on Dividend Distribution is available at https://www.happiestminds.com/investors/policy-documents/.

In accordance with the said policy, your Directors declared an interim dividend of '' 2/- per equity share in the Board meeting held on October 20, 2022, and are pleased to recommend a final dividend of '' 3.40 /- per equity share for the financial year ended March 31,2023, i.e., the total dividend for the current financial year under review being '' 5.40/- per equity share (previous financial

year - '' 3.75/- per equity share). If the above recommendation is accepted by the Members of the Company at the ensuing Annual General Meeting, the total outflow on this account will be '' 7930.63 lakhs.

Your Company did not have any amounts due or outstanding as of the Balance Sheet date to be credited to the Investor Education and Protection Fund.

Mergers & Acquisitions

Your Company has an active investment committee represented by two executive members of the Board who continuously evaluate M&A opportunities that can complement or augment capabilities in strategic focus areas, and help the Company increase its geographic outreach in the chosen markets. Emphasis is given to capabilities that can help the Company further its digital vision for its customers. Your company evaluates each acquisition candidate and ranks it on various parameters such as people/culture fitment, technology and industry focus, partnerships/alliances, geographical strength, offshore presence, and consulting capabilities.

During the year under review, your Company acquired Sri Mookambika Infosolutions Private Limited (SMI), a Madurai headquartered, profitable, IT services company through a combination of upfront and deferred equity consideration totaling '' 11,132 lakhs. With 400 offshore-based employees, SMI has an annual run rate in revenues of circa US$ 9 Million. SMI provides product engineering services to its US customers around Enterprise Applications & Integrations, Digital Data Platform Services (Analytics, Data Strategy, AI/ML, User Experience), Mobility Services and DevSecOps. Certified as a CMMI Level 3 and ISO 9001:2015 company, SMI delivers its engagements through agile delivery leveraging mature and industry-standard software engineering and development practices. SMI has over the years built deep domain expertise around the healthcare vertical.

The acquisition of SMI was effective from January 01,2023, and has strengthened your Company''s offerings and leadership in the healthcare vertical with delivery capabilities in tier-2 locations like Madurai and Coimbatore.

Subsidiary Company

As of March 31, 2023, your Company had two wholly-owned subsidiary companies viz., Happiest Minds Inc., USA (formerly PGS Inc.) and Sri Mookambika Infosolutions Private Limited., Madurai, India. The statement under Section 129(3) of the Companies Act, 2013 in respect of the subsidiaries in Form AOC-1 is attached as Annexure I. The Consolidated Accounts of your Company duly audited by the Statutory Auditors are presented as part of this Report.

The financial statements together with related information and other reports of the subsidiaries are available on the website at https://www.happiestminds.com/investors/.

Your Company''s policy on material subsidiary is also available on the website at https://www.happiestminds.com/investors/ policy-documents/.

Recognitions

We are happy to inform that your Company and its Executives have received the following recognitions during the year:

â¢ Recognition in Zinnov Zones Intelligent Automation Services H1 2023

â¢ Winner of ISG Digital Case Study Awards 2022

â¢ Winner of the ICAI Award for Excellence in Financial Reporting 2021-22

â¢ MD & CFO, Mr. Venkatraman Narayanan, recognized as a âLeading CFO of the Year'' at the CII CFO Excellence Awards 2022

â¢ Top 50 India''s Best Workplaces for Building a Culture of Innovation 2023

â¢ Top 10 India''s Best Workplaces in Health & Wellness 2022

â¢ Priya Kanduri is honored with Women In Tech Leadership Awards 2023'' by AIM

â¢ Priya Kanduri for being honored as âWomen in Work Achiever of the Yearâ 2023 by FKCCI

â¢ Recognition as âMajor Contender'' in Everest MDR Services PEAK Matrix Assessment

â¢ Recognized in Zinnov Zones as a Leader in Enterprise Software, Leader in Software Platform Engineering, Leader among SMSPs for ER&D Services, and Leader among SMSPs in Data & AI Engineering

â¢ India''s Top 25 Best Workplaces in IT & IT-BPM 2022

â¢ Winner of the CULT.fit âIndia''s Fittest Disruptors 2022â Award

â¢ GOLD for 2022 Integrated Annual Report from the League of American Communication Professionals (LACP)

â¢ Won Multiple Awards at ICSI 2022

> Best Governed Company in Listed Segment: Medium Category at the 2022 National Awards for Excellence in Corporate Governance

> CS Praveen Kumar Darshankar presented the âGovernance Professional of the Year''

> Ashok Soota conferred âICSI Lifetime Achievement Award for Excellence in Corporate Governance''

â¢ Priya Kanduri honored with âOutstanding Leadership Awardâ at Internet 2.0 Conference, Dubai

â¢ Sushilkumar Nahar recognized as a âGame Changerâ at the CIO100 Awards 2022

â¢ Recognition as âMajor Contender'' in Everest Industry 4.0 PEAK MatrixÂ® 2022

â¢ Recognition as âAspirant'' in Everest''s IT Security Services PEAK MatrixÂ® 2022 -North America

â¢ Winner of Golden Peacock Corporate Governance Award 2022

â¢ Recognized among Top 50 India''s Best Workplaces for Women 2022

â¢ Recognized among the Best Workplaces in Asia 2022

â¢ Received Select Tier Partner Status with Snowflake

â¢ Positioned as an âInnovator'' in NelsonHall''s Digital Banking Services NEAT Report

â¢ Recognized as âMajor Contender'' in Everest''s Digital Product Engineering PEAK Matrix

â¢ Ranked #29 in India''s Best Companies To Work For 2022

â¢ AI/Analytics CoE winner at the ET DataCon Awards 2022

â¢ Ashok Soota is conferred with the prestigious CII Quality Ratna Award 2021

â¢ Finalist for the 2022 Microsoft Power Automate Partner of the Year Award

â¢ Priya Kanduri wins the âWomen in AI'' award at Trescon World AI show, Dubai

Share Capital and Debentures

During the year under review, your Company did not issue any shares. The paid-up equity share capital as on March 31,2023, was '' 293,727,1 12/- consisting of 146,863,556 equity shares of '' 2/- each.

Your Company has issued 4,500 rated, listed, negotiable, unsecured, redeemable non-convertible debentures of the nominal value of '' 1,00,000/- each and are listed on the Bombay Stock Exchange (BSE).

Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

Directors and Key Managerial Personnel

As on March 31,2023, the Board of Directors of your Company comprised of six Directors, viz., three Executive Directors and three Independent Directors including two women Directors. As per the Articles of Association of the Company, one third of the Directors (other than Independent Directors) are liable to retire by rotation at the Annual General Meeting (âAGMâ) of the Company, every year. Mr. Joseph Anantharaju (DIN 08859640) retires by rotation at the ensuing 12th AGM and being eligible, offers himself for re-appointment.

Mr. Ashok Soota (having DIN 00145962-Executive Chairman), Mr. Venkatraman Narayanan (having DIN 01856347-Managing Director & CFO) and Mr. Joseph Anantharaju (having DIN 08859640- Executive Vice Chairman) are Executive Directors on the Board.

Ms. Anita Ramachandran (DIN 00118188), Mr. Rajendra Kumar Srivastava (DIN 07500741) and Ms. Shuba Rao Mayya (DIN No. 08193276) are the Independent Directors on the Board with Mr Rajendra Kumar Srivastava being designated as the âLead Independent Directorâ. Pursuant to the provisions of Section 149 of the Companies Act, 2013 the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company.

Policy on Nomination and Remuneration of Directors

This policy on the nomination and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel have been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company. The policy is guided by the principles and objectives as enumerated under the provisions of the Companies Act, 2013 and the Listing Regulations, to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. A copy of the policy is uploaded on the Company''s website at https://www.happiestminds.com/investors/policy-documents/.

None of the Executive Directors of the Company were in receipt of any commission from the Company or any remuneration from the subsidiaries of the Company.

Familiarization Program for Independent Directors

The familiarization program and other disclosures as specified under the Listing Regulations is available on the Company''s website at https://www.happiestminds.com/investors/disclosures/HappiestMinds-Details-of-Familiarization-Programme.pdf

Board Evaluation

The Nomination, Remuneration and Governance Committee of the Company had reviewed and approved the evaluation criteria for the Board Evaluation. The criteria for the evaluation were broadly based on the SEBI''s Guidance Note on Board Evaluation. The evaluation criteria covered the Board as a whole, the Committees of the Board, each individual Director and the Chairman of the Company and were focused on the Board''s composition and accountability, their role in setting strategies, the effectiveness of the Board Committees and the performance of each individual Director and Chairman.

Some of the suggested action plans that are being implemented during FY 2023-24 are as below:

1. To expand the Board/Committees with induction of one Independent Director and one Executive Director.

2. To organize professional development programs for the Directors.

3. To focus more on strategic challenges and opportunities for FY 2023-24.

Committees of the Board

Board Meetings

Corporate Governance

Your Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations. A report on Corporate Governance is disclosed separately in the Annual Report.

Employees Stock Option Plan (ESOP)

During the year under review, no fresh grants were made under the Happiest Minds Employee Stock Option Scheme 2020, however, your Company facilitated the transfer of 9,04,591 Equity Shares of '' 2/- each by the Happiest Minds Technologies Share Ownership Plans Trust to the employees who exercised their options under the old schemes.

The additional details of stock options are provided under Notes to Financial Statements (Standalone).

Pursuant to the requirements of the SEBI (Share Based Employee Benefits) Regulations, 2014, a certificate has been issued by the Secretarial Auditors of the Company confirming that the Plan has been implemented in accordance with the said Regulations and in accordance with the resolution passed by the Company in the General Meeting.

As required under the SEBI (Share Based Employee Benefits) Regulations, 2014, the applicable disclosures as on March 31,2023, are uploaded on the website of the Company at https://www.happiestminds.com/investors/disclosures/.

Code for Prevention of Insider Trading

Vigil Mechanism

The Whistle Blower Policy is available at https://www.happiestminds.com/investors/policy-documents/.

During the year under review, your Company did not receive any complaints under the said Policy.

Annual Return

Software Technology Park

The entire Indian operations of the Company have been registered under the Software Technology Parks of India (STPI) Scheme.

Deposits

Your Company has not accepted any deposits during the year under review and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Significant & Material Orders passed by the Regulators or Courts or Tribunals

Loans, Guarantees and Investments

Related Party Transactions

The Policy on related party transactions is available at https://www.happiestminds.com/investors/policy-documents/

Particulars of the Contracts or Arrangements with related parties referred to in Section 188(1) in the format specified as Form AOC-2 forms part of this Report as Annexure III. Further details of related party transaction are provided in Notes to Financial Statements (both Standalone and Consolidated).

All the Related Party Transactions entered by your Company with the Related Parties are in the ordinary course of business and are carried out at arm''s length pricing.

Details of the transaction(s) of your Company with the entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

Auditors & Auditorsâ Report

The current Statutory Auditors of the Company are M/s. Deloitte Haskins & Sells (ICAI registration number 008072S) who have been appointed at the 10th AGM of the Company held on July 7, 2021 to hold office for a term of 5 years i.e., till the conclusion of the 15^th AGM.

The Auditors'' Report does not contain any qualification, reservation, or adverse remark on the financial statements for the financial year ended March 31,2023. The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. V Sreedharan & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report issued by them for the financial year ended March 31,2023, is attached as Annexure VIII to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks.

Sustainability and Corporate Social Responsibility (CSR)

Company''s Sustainability, Environment, Social and Governance Reporting is provided separately as part of the Annual Report.

Risk Management

The Executive Board with the assistance of the CISO, CIO and EBE follows a process covering the steps below in identifying areas of risk in the Company. The process covers:

â¢ Identification of key risk areas

â¢ Assessment of key risks for probability and impact

â¢ Prioritization

â¢ Formulation of response

â¢ Identification of Owners

â¢ Participation by Owners in outlining mitigation plans

â¢ Reporting on adequacy and effectiveness

â¢ Acceptance of residual risk

Your Company while designing its strategy in drawing up of its long-term business plan, it makes provision to accommodate broader/ higher level of risk than it expects/envisages so that Company is prepared to sustain in the eventuality of unforeseen level of risk.

Significant Risks areas which have been Identified and are Constantly Monitored are:

1. Financial Risks:

a. Foreign currency fluctuation

b. Customer credit

c. Profitability and sustenance of the business

d. Availability of credit and liquidity management

2. Business Risks:

a. Concentration of revenues

b. New, emerging disruptive technologies and their impact on business, and delivery

c. Shrinking product development cycles

d. Customers insourcing

3. Operational Risks:

a. Data privacy, social media

b. Talent availability and timely staffing of projects

c. Optimal resource utilization

d. Contractual commitments and project delivery challenges

e. Business continuity

4. Legal and Regulatory:

a. Compliance with local legislation in the geographies we operate in

b. Dynamic and ever-changing immigration and travel laws

5. Projects Delivery related risk

a. Related to change meeting timelines, estimated effort

b. Quality of deliverables

6. Information Security Risks

a. Loss of Happiest Minds'' or Customer Intellectual Property (Assets, Code, documents etc.,)

b. Privacy breach, sharing of sensitive data without requisite approvals

c. Phishing, Malware and Ransomware attacks

People Practices.

The People Practice team rose to the challenges of working in a âPhygitalâ environment last year, promoting a culture of wellbeing, happiness, and innovation. As a result of a flurry of initiatives and high-impact interventions, we have been able to establish a distinct brand positioning. A competition for talent dominated the IT industry in the first half of the year, followed by market consolidation, business realignments, and market corrections. Despite these circumstances, our net adds amounted to 749 members, contributing

to an 18% growth rate both organically and inorganically. We have stayed ahead of the curve through the proper adoption of technology and industry best practices. Additionally, the brand representation, practices, and positioning helped us attract talent. On Glassdoor, our members and alumni rate us highly, with a 4.3 rating, the highest in the industry. FY 2022-23 was largely a virtual operation. However, we have worked hard to create buzz around the return to work in Q3 and Q4.

Reflecting on the past year, it is important to acknowledge the challenges we faced and how we overcame them through our actions and mindfulness. Despite industry uncertainty and the impact of COVID, we have been able to incorporate SMILES values, which has positively impacted our productivity and internal satisfaction. Having prioritized mindfulness and workplace wellbeing has proven to be one of the most valuable lessons.

To create an environment conducive to learning, open communication and a sense of belonging were essential. In addition, to hosting a virtual town hall, leadership connects, benefits communication series, awareness programs, and team building events, the People Practice team held multiple connect & team events. Additionally, Happometer usage also surged, resulting in many connections.

As mental health awareness increased and the pandemic continued, Happiest Minds proactively continued its commitment to employee wellness. Our existing programs continued to support Happiest Minds and their families, including tele-doctor consultations, Mithra counselling support, leave donation programs, ergonomics consultations, financial wellness, webinars on mental, emotional, and physical well-being, and the Compassionate & Caring Contribution Scheme. As part of our commitment to inclusive policy making, we have defined several policies based on feedback. As a result of some significant changes to the R&R Policy, participation increased by 70% last year. We have developed customized benefits and policies for our members based on their valuable feedback, with the aim of better meeting their individual needs and preferences. In addition, extensive work has been done in both India and globally on streaming policies. Consistent with our annual tradition, the Diversity and Inclusion Summit facilitated meaningful dialogues, strategic planning, and innovative initiatives aimed at cultivating a diverse, inclusive, and equitable work environment for all our members.

Continuing our agile recruitment practices, we have focused on diversity and inclusion as one of our pillars, and our commitment to the cause can be seen in our laser-focused approach to hiring at least 40% women from the campus, as well as conducting dedicated recruiting drives to hire women members. It was a rewarding and enriching experience for us all last year to hire people with disabilities as part of an inclusive hiring program. Additionally, we are immensely pleased to have worked on the gender-neutralization of our people practice documents.

In Q4 FY 2022-23, we completed a successful acquisition of Sri Mookambika Infosolutions based out of Madurai and Coimbatore. Through this acquisition, we have added 381 members to our ever-growing Happiest Minds family. As part of our commitment to be present in tier 2 cities, we also invested in new office setups at Bhubaneswar, Madurai, and Coimbatore.

Happiest Minds invested heavily last year as part of its upskilling, cross-skilling and certification programs for professional growth and development of its people. A comprehensive leadership succession plan has also been created across levels. Additionally, various tracks have been enriched and empowered, such as delivery managers, architects, and business analysts. Our focus for the coming year will be to ensure and create new tracks in addition to progressing on them.

This year we were part of the GPTW survey and have been recertified with high scores. In addition, Happiest Minds received a number of industry awards during the past year, including Top 50 India''s Best Workplaces Building a Culture of Innovation by All- India 2023, Top 10 India''s Best Workplaces in Health and Wellness 2022, Top 25 India''s Best Workplaces in IT & IT-BPM 2022, Top 50 India''s Best Workplaces for Women for the year 2022, Best Workplaces in Asia List for the year 2022 for creating & sustaining a High Trust, High-Performance Culture by Great Place to WorkÂ® Institute (GPTW). Happiest Minds also features in India''s Top 50 Best Companies to Work'' for the year 2022. Priya Kanduri, Senior Vice President & CTO, IMSS won âWomen in AI'' award at Trescon World AI show, Dubai, recognized as one of the âCyber Security Executive of the Yearâ during Annual Summit 2022, honored as Women In Tech Leadership Awards 2023'' by AIM, honored as âWomen in Work Achiever of the Yearâ 2023 by FKCCI, and also won the âOutstanding Leadership Awardâ at the Internet 2.0 Conference 2022. This is also a testament to our efforts to ensure a happy and agile workplace.

Our commitment to fostering a culture of innovation has been recognized by industry experts, as evidenced by our awards as an âInnovator'' in NelsonHall''s Digital Banking Services NEAT Report or as a winner at the ET DataCon Awards 2022 for our AI/ Analytics CoE beyond others. We continue to push boundaries and co-create cutting-edge solutions with partners such as Microsoft, CloudFabrix, Snowflake, ServiceNow, Pimcore, and many others, enabling us to drive value and stay ahead of the curve.

As work dimensions evolve, we continue to integrate technology to enhance communication, collaboration, and productivity. As an organization, we focus on creating a positive experience for our people, including customized development plans, flexible work arrangements, and perks that align with their interests. Our goal is to create a diverse and inclusive workforce for the future, and we are committed to building a $1 billion company in the next 7 years.

Quality Management System (QMS)

1. Quality Policy

2. QMS Framework

Our strategy for continual quality improvement is derived from our Vision, business needs, technology changes, customer feedback, suggestions, and process performance. Our quality processes are derived from industry best practices and are continually improved based on our experience, and our processes have been assessed by external accredited agencies. Your Company has received accreditation on international quality and process models, including ISO 9001:2015. In December 2021, your Company was recertified for ISO 9001:2015 with the external auditors applauding our focus on the digitization of internal processes. There was surveillance audit for ISO 9001:2015 in December 2022. In addition, your Company is certified to Information Security standards like ISO 27001:2013 and privacy standards like ISO 27701:2019 which guides our policies and procedures for protecting information security, our own software enablers and customers'' software enablers. We have started our journey towards medical device standards of ISO 13485:2016 which will help us align our process with medical regulatory standards of various regions (Ex: FDA). We plan to get certified to the medical device standard in FY 2023-24. This would help to enhance our business capabilities and grow our business in the medical devices domain.

3. Engineering Practices

Engineering practices form the crux of successful delivery. Our engineering practices help your Company deliver high-quality software to its customers as per the planned timelines and consistently earn their trust and enable customer happiness. We measure the satisfaction levels of our customers every year and have been consistently improving on the scores, year after year since inception. Our digital driven engineering practices have been well accepted by our customers with some of them adopting these practices in their internal processes. We have adopted Agile practices to support our Mission of âBorn Digital . Born Agileâ.

4. Systems Driven

Our projects are managed using systems to track project management practices and engineering practices for projects managed within your Company. This is in line with our digital focus on processes and practices. Our Integrated Project Management system helps the delivery to have an end-to-end view of the project at all levels of the management to provide enhanced delivery value to our customers. There are regular updates done to the system. Our projects that are adopting Agile methodologies are using JIRA to plan, track and manage the projects to decrease the turnaround of the shippable products to our customers. The usage of JIRA in extensive to plan epics, plan sprints, manage sprints and to manage releases. We also have built Business Intelligence (BI) reports and Metrics Dashboards which help in taking proactive actions.

5. Code Quality

6. Rapid Iteration and Experimentation

7. DevOps and Automation

8. Information Transparency

9. Continuous Learning

10. Delivery Methodologies

Our suite of delivery methodologies in the below mentioned areas demonstrates our thought leadership and execution capabilities viz., Agile Methodologies, Service Delivery Lifecycle, Application Support and Maintenance Life Cycle, Embedded System Software, Waterfall Model for Software Development and Hardware Development Life Cycle. We also defined methodologies for Infrastructure and Security Services. These methodologies along with our best practices help us provide value added services to our customers.

11. Involve to Evolve

We drive continual improvement programs by actively engaging team members across the organization. Focused groups will be formed to make the resources part of the continual improvement journey to bring in the Agile community of practice, technical experts from Practice, the estimation work group and the internal audit community. The continuous measurement of benefits accrued from your Company''s process improvement initiatives has brought to light a significant reduction in rework, an increase in productivity, adherence to schedules and budget, and significant added value, culminating in customer delight. We have also piloted an excellent framework named âMy Customer Happy Customerâ (MCHC)

12. Rewards and Recognitions

The team members/teams are rewarded for their exemplary work towards process improvements and customer delight with awards such as Code excellence award, Service Delivery excellence award, etc.

13. Customer Connect

Your Company has a customer experience framework to understand the behaviors, needs and expectations of individual customers which helps in developing a roadmap for continuous engagement and enriching the customer relationship. As part of this framework, we conduct Customer Happiness Survey, Customer Pulse, bringing Value Adds, etc. We also make sure we have regular reviews with our customers to provide status on current engagement and discuss how we could further help our customers in their IT journey.

Internal Control System

The existing Internal Control Systems and their adequacy are frequently reviewed and improved upon to meet the changing business environment. The Statutory Auditors as well as the Internal Auditors periodically review the Internal Control Systems, Policies and Procedures for their adequacy, effectiveness and continuous operation in addressing risk management and mitigation strategies.

Conservation of Energy, Research and Development, Foreign Exchange Earnings and Outgo

Your Company has made the necessary disclosures in Annexure V to this Report in terms of Section 134(3) of the Companies Act, 2013 (earlier Section 217(1)(e) of the Companies Act, 1956), read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

Employeesâ Remuneration

As per the proviso to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement containing the names and other details of employees drawing more than '' 10.2 million per financial year or '' 0.85 million per month, as the case may be, are set out in the Annexure VI to the Board''s Report. Further, as per the proviso to Rule 5(3) of the said Rules, the particulars of employees posted and working outside India not being directors or their relatives, need not be included in the statement but, such particulars shall be furnished to the Registrar of Companies. Accordingly, the statement included in this Report does not contain the particulars of employees who are posted and working outside India. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

Directorsâ Responsibility Statement

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) I n the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) Accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the FY 2022-23 and of the profit or loss of the Company for that financial year.

(iv) The Annual Accounts have been prepared on a going concern basis.

(v) Your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operate effectively.

(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

Secretarial Standards

During the year under review, your Company has duly complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Cost Audit

The provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company.

Insolvency and Bankruptcy Code

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is not applicable.

Disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules,2014

During the year, there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Prevention of Sexual Harassment (POSH) Act, 2013 has been a significant legislation in India aimed at preventing sexual harassment. The act was enacted to provide a safe and secure working environment for women, and to prevent sexual harassment in the workplace. This act has been significant in fostering teamwork, diversity, and trust across our company. We at Happiest Minds strive to create a safe and professional working environment. Besides having a gender neutral Anti-Sexual Harassment Policy at work, we also adhere to the requirements of the Sexual Harassment of Women at Work (Prevention, Prohibition and Redressal) Act, 2013. For resolving complaints received regarding sexual harassment, an internal committee has been established. Additionally, an attorney who specializes the Prevention of Sexual Harassment (âPOSHâ) and Protection of Children against Sexual Offences Acts has been appointed to our Internal Committee.

Following steps have been taken as a part of the ensuring that we comply to the statutory nature of the POSH act this year:

Composition of the POSH Committee: From the inception of the POSH Act, Happiest Minds has been compliant with the establishment of the POSH Committee. Complaints of sexual harassment at work will be dealt with judiciously and expeditiously by this committee. The committee comprises female and male members, of whom more than 50% are women. The committee is headed by the Presiding officer and representatives from each business and location.

Training: Based on the requirement of the act we have initiated training and certification for all our Members to create awareness about sexual harassment in the workplace and the POSH Act. We have ensured that all our members and partners who join us have

been trained on the POSH Act in India through our online module. All members completing two years in the Organisation have gone through the refresher training. POSH Training is a mandatory training at Happiest Minds, and the following are some of the modules that have been covered.

â¢ Walk through of the POSH Act

â¢ What is covered under sexual harassment

â¢ Gender based scenarios under POSH

â¢ Sexual Harassment during remote working

â¢ How to raise a complaint

â¢ Investigation procedure

Complaints: We have received no POSH complaints during the year. Regardless of no complaints we have ensured that we have created awareness of POSH through our various outreach programs.

Disciplinary action: No disciplinary actions were taken as there were no complaints registered in the year.

Compliance: Based on the subsection of the POSH Act we have also filed for an annual Report on April 02, 2023 with the competent authorities. All required documents in compliance with the POSH Act have been filed. There have been no non-conformities or observations identified by our competent authorities.

Other Action taken to create awareness: As we slowly began returning to work, most of last year was spent in a hybrid mode. Regular communication and awareness mailers were sent about POSH applicability, along with dos and don''ts. Additionally, the POSH posters have been displayed alongside the statutory boards as part of compliance.

This year we have revisited the composition of our POSH Committee based on the movement of individuals.

The committee exited the following members 1. Meenakshi KC

The committee also added the following Members 1. Impa Tejas

All Members of the POSH Committee have been trained, certified and are Compliant to the POSH Act''s needs to be a part of the committee.

Full Disclosure Statement: While the provision of the POSH Act covers and protects the women members who are subjected to sexual harassment, we have taken cognizance to expand the scope of our sexual harassment policy to cover all members irrespective of gender, caste, class, race, ethnicity or affinity, however, within the confines of the proposed act. This Policy applies to all members regardless of their position or contractual status, i.e., permanent, short-term contract, visitors, and casual employees. Additionally, all complaints (if any) received by the IC are reviewed by the IC and kept confidential.

Acknowledgements

For and on behalf of Board

Venkatraman N Ashok Soota

Managing Director & CFO Executive Chairman

DIN: 01856347 DIN: 00145962

Bengaluru

Dated: June 16, 2023

Mar 31, 2022

Your Directors take pleasure in presenting the Eleventh Annual Report covering the highlights of the finances, business, and operations of your Company. Also included herein are the Audited Financial Statements of the Company (standalone and consolidated) prepared in compliance with Ind AS accounting standards, for the financial year ended March 31,2022.

Highlights of Financial Performance

Description	Amount in '' Lacs Standalone Consolidated
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Revenue from Operations	103,354	76,096	109,365	77,341
Other Income	3,771	2,342	3,710	2,424
Total Income	107,125	78,438	113,075	79,765
Employee benefits expense	61,210	45,012	62,000	45,238
Depreciation and amortization	2,423	2,063	3,288	2,274
Finance cost	830	645	995	649
Other expenses	17,577	12,116	21,598	13,002
Total expenses	82,040	59,836	87,881	61,163
Profit / (Loss) before Exceptional Items and Tax	25,085	18,602	25,194	18,602
Exceptional (Income) / Expense	-	-	609	-
Profit / (Loss) before Tax	25,085	18,602	24,585	18,602
Tax expense	6,437	2,409	6,465	2,356
Profit / (Loss) after Tax	18,648	16,193	18,120	16,246
Earnings per share (Basic)	13.21	11.71	12.84	11.75
Earnings per share (Diluted)	12.91	11.41	12.55	11.45
Attributable to:
Shareholders of the Company	18,648	16,193	18,120	16,246
Opening balance of retained earnings	10,637	(5,457)	10,550	(5,597)
Dividend on equity shares	(6,830)	-	(6,830)	-
Other comprehensive income recognised directly in retained earnings	(73)	(108)	(73)	(108)
Transferred from share option outstanding reserve for options forfeited	6	9	6	9
Closing balance of retained earnings	22,388	10,637	21,773	10,550

Note: Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.

A detailed analysis of the financials and business performance of the Company during the year under review including the impact of the COVID 19 pandemic had on your Company''s business is detailed below.

Management Discussion and Analysis

Dividend & Transfer to Reserves

Your Company''s policy on Dividend Distribution is available at https://www.happiestminds.com/investors/policy-documents/.

In accordance with the said policy, your Directors declared an interim dividend of '' 1.75/- per equity share in the Board meeting held on 27^th October 2021 and are pleased to recommend a final dividend of '' 2/- per equity share for the financial year ended

March 31,2022 i.e., the total dividend for the current financial year under review being '' 3.75/- per equity share (previous financial year - '' 3/- per equity share). If the above recommendation is accepted by the Members of the Company at the ensuing Annual General Meeting, the total outflow on this account will be '' 5507.38 Lacs.

Your Company did not have any amounts due or outstanding as of the Balance Sheet date to be credited to the Investor Education and Protection Fund.

Mergers & Acquisitions

Your Company has an active investment committee represented by two executive members of the Board who continuously evaluate M&A opportunities that can complement or augment capabilities in strategic focus areas, and also help the Company increase its geographic outreach in the chosen markets. Emphasis is given to capabilities that can help the Company further its digital vision for its customers. Your Company is selective about the type of opportunities that are pursued and innovative in modes of engagement with them.

During the year under review, your Company made a strategic investment into Tech4TH, a consulting led technology services company that exclusively focuses on the travel and hospitality segment. Tech4TH''s vision is to empower travel and hospitality (T&H) enterprises with next generation of products, services, and drive superior customer experiences. The investment aligns with your Company''s ten-year vision to be a thought leader in its focus areas of technology and solutions.

Subsidiary Company

As of March 31, 2022, your Company had one wholly-owned subsidiary company viz., Happiest Minds Inc., USA (formerly PGS Inc.). The statement under Section 129(3) of the Companies Act, 2013 in respect of the subsidiary in Form AOC-1 is attached as Annexure I. The Consolidated Accounts of your Company duly audited by the Statutory Auditors are presented as part of this Report.

The financial statements together with related information and other reports of the subsidiary are available on the website at https://www.happiestminds.com/investors/

Your Company''s policy on material subsidiary is also available on the website at https://www.happiestminds.com/investors/ policy-documents/

Recognitions

We are happy to inform that your Company and its executives have received the following recognitions during the year:

â¢ Happiest Minds is ranked among India''s Top 15 Best Workplaces in Health and Wellness 2021 by Great Place to WorkÂ® Institute. Happiest Minds also received a special recognition for supporting employees and their families during COVID-19 crisis.

â¢ Happiest Minds is ranked among India''s Top 50 Best Workplaces for Women 2021 by Great Place to WorkÂ® Institute for the third consecutive year.

â¢ Happiest Minds is recognized as a GOLD partner of the Intel Network Builders Winners'' Circle.

â¢ Ashok Soota, Executive Chairman is among India''s 100 Great People Managers 2021 by Great Manager InstituteÂ®.

â¢ Priya Kanduri, Vice President & CTO - IMSS received the Women in Tech award at the 19^th Edition of Asia Pacific HRM Congress & Awards.

â¢ Preeti Menon, Senior Vice President & Global Delivery Head - PES is recognized among the Top 20 Female Cloud Leaders in 2021 by The Sociable.

â¢ Kiran Veigas, General Manager - Corporate Marketing & Communications was awarded DMA Trailblazer Rising Star CMO 2021 award at the BrandMaster Award Nite.

â¢ Happiest Minds'' Digital Content Monetization (DCM) solution was featured in the NASSCOM Cloud Case study Compendium.

â¢ Happiest Minds is featured in NASSCOM''s report on India Cybersecurity Industry Services & Product Growth Story.

â¢ Happiest Minds is recognized in Zinnov Zones as a Leader for Enterprise Software; Leader for ER&D (Small & Medium Service Providers) and Niche-Established for AI Engineering o Niche-Established for IoT Services.

â¢ Happiest Minds is recognized as a âMajor Contender'' in Everest Group PEAK Matrix for Digital Engineering.

Share Capital

During the year under review, your Company did not issue any shares. The paid-up equity share capital as on March 31,2022 was '' 293,727,1 12/- consisting of 146,863,556 equity shares of '' 2/- each.

Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

Directors and Key Managerial Personnel

As on March 31,2022, the Board of Directors of your Company comprised of six Directors, viz., three Executive Directors and three Independent Directors including two women Directors. As per the Articles of Association of the Company, one third of the Directors (other than Independent Directors) are liable to retire by rotation at the Annual General Meeting (âAGMâ) of the Company, every year. Mr. Ashok Soota (DIN 00145962) retires by rotation at the ensuing 11^th AGM and being eligible, offers himself for re-appointment.

Ms. Anita Ramachandran (DIN 00118188), Mr. Rajendra Kumar Srivastava (DIN 07500741) and Ms. Shubha Rao Mayya (DIN No. 08193276) are the Independent Directors on the Board. Pursuant to the provisions of Section 149 of the Companies Act, 2013 the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and the policies of the Company.

Policy on Nomination and Remuneration of Directors

This policy on the nomination and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel have been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company. The Policy is guided by the principles and objectives as enumerated under the provisions of the Companies Act, 2013 and the Listing Regulations, to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. A Copy of the policy is uploaded on the Company''s website at https://www.happiestminds.com/investors/policy-documents/.

None of the Executive Directors of the Company were in receipt of any commission from the Company or any remuneration from the subsidiaries of the Company.

Familiarization Program for Independent Directors

The familiarization program and other disclosures as specified under the Listing Regulations is available on the Company''s website at https://www.happiestminds.com/investors/disclosures/HappiestMinds-Details-of-Familiarization-Programme.pdf

Board Evaluation

During the year under review, the Nomination, Remuneration and Governance Committee of the Company has reviewed and approved the evaluation criteria for the Board Evaluation. The criteria for the evaluation were broadly based on the SEBI''s Guidance Note on Board Evaluation. The evaluation criteria covered the Board as a whole, the Committees of the Board, each individual Director and the Chairman of the Company and were focused on the Board''s composition and accountability, their role in setting strategies, the effectiveness of the Board committees and the performance of each individual Director and Chairman.

The questionnaire was circulated to all the Board members of the Company in a transparent and confidential manner and based on their responses, a detailed report was presented to the Board on an anonymous basis to give an understanding of its working dynamics, highlight areas of strength/improvement and proposed the suggested action plan to improve the Board''s overall performance and effectiveness.

Some of the suggested action plans that are being implemented during FY 2022-23 are as below:

1. To expand the Board/Committees with the induction of one Independent Director and one Executive Director.

2. To send a report to Board on material aspects as and when they occur.

3. To review Sustainability risk (ESG) and Strategic risk (Acquisitions).

4. To organize professional development programs for the Directors.

Committees of the Board

The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of the Annual Report.

Board Meetings

The Board of Directors of the Company met five times during the year under review. The details of these Board Meetings are provided in the Report on Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

Corporate Governance

Your Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations. A report on Corporate Governance is disclosed separately in the Annual Report.

Employees Stock Option Plan (ESOP)

During the year under review, no fresh grants were made under the Happiest Minds Employee Stock Option Scheme 2020, however, your Company facilitated the transfer of 8,25,563 Equity Shares of '' 2/- each by the Happiest Minds Technologies Share Ownership Plans Trust to the employees who exercised their options under the old schemes.

The additional details of stock options are provided under Notes to Financial Statements (Standalone).

As required under the SEBI (Share Based Employee Benefits) Regulations, 2014, the applicable disclosures as on March 31,2022 are uploaded on the website of the Company at https://www.happiestminds.com/investors/disclosures/

Code for Prevention of Insider Trading

Vigil Mechanism

The Whistle Blower Policy is available at https://www.happiestminds.com/investors/policy-documents/

During the year under review, your Company did not receive any complaints under the said policy.

Annual Return

Software Technology Park

The entire Indian operations of the Company have been registered under the Software Technology Parks of India (STPI) Scheme.

Fixed Deposits

Your Company has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Significant & Material Orders passed by the Regulators or Courts or Tribunals

During the year under review, your Directors confirm that there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its future operations.

Loans, Guarantees and Investments

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

Related Party Transactions

The policy on related party transactions is available at https://www.happiestminds.com/investors/policy-documents/

Particulars of the Contracts or Arrangements with related parties referred to in Section 188(1) in the format specified as Form AOC-2 forms part of this Report as Annexure III. Further details of related party transaction are provided in Notes to Financial Statements (both Standalone and Consolidated).

All the Related Party Transactions entered by your Company with the Related Parties are in the ordinary course of business and are carried out at arm''s length pricing.

Details of the transaction(s) of your Company with the entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

Auditors & Auditors'' Report

The current Statutory Auditors of the Company are M/s. Deloitte Haskins & Sells (ICAI registration number 008072S) who have been appointed at the 10^th AGM of the Company held on 7^th July 2021 to hold office for a term of 5 years i.e., till the conclusion of the 15^th AGM.

The Auditors'' Report does not contain any qualification, reservation, or adverse remark on the financial statements for the financial year ended March 31, 2022. The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. V Sreedharan & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report issued by them for the financial year ended March 31,2022 is attached as Annexure VIII to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks.

Sustainability and Corporate Social Responsibility (CSR)

Company''s Sustainability, Environment, Social and Governance Reporting is provided separately as part of the Annual Report.

Risk Management

Your Company under the supervision of the Executive Board has established a well-defined framework and procedures on organization wide risk and its management. The framework encompasses significant risk in areas of Information security, operations, delivery, and key support functions. Under the framework and procedures, detailed risk management guidelines have been prescribed and implemented covering Risk Identification, Analysis, Response, Tracking, and Management Discussion and Mitigation. Risk registers are maintained by respective functions and project teams. These are centrally reviewed and periodically monitored by compliance and governance teams identified as the owner for the area of risk. The Chief Information Security Officer (CISO), Chief Information Officer (CIO), and Engineering and Business Excellence (EBE) Team work together with the Executive Board in achieving the above.

The Executive Board with the assistance of the CISO, CIO and EBE follows a process covering the steps below in identifying areas of risk in the Company. The process covers:

â¢ Identification of key risk areas

â¢ Assessment of key risks for probability and impact

â¢ Prioritization

â¢ Formulation of response

â¢ Identification of Owners

â¢ Participation by Owners in outlining mitigation plans

â¢ Reporting on adequacy and effectiveness

â¢ Acceptance of residual risk

Your Company while designing its strategy in drawing up of its long term business plan, it makes provision to accommodate broader/ higher level of risk than it expects/envisages so that Company is prepared to sustain in the eventuality of unforeseen level of risk.

Significant risks areas which have been identified and are constantly monitored are:

1. Financial Risks:

a. Foreign currency fluctuation

b. Customer credit

c. Profitability and sustenance of the business

d. Availability of credit and liquidity management

2. Business Risks:

a. Concentration of revenues

b. New, emerging disruptive technologies and their impact on business, and delivery

c. Shrinking product development cycles

d. Customers insourcing

3. Operational Risks:

a. Data privacy, social media

b. Talent availability and timely staffing of projects

c. Optimal resource utilization

d. Contractual commitments and project delivery challenges

e. Business continuity

f. COVID 19 Pandemic

4. Legal and Regulatory:

a. Compliance with local legislation in the geographies we operate in

b. Dynamic and ever changing immigration and travel laws

5. Projects Delivery related risk

a. Related to change meeting timelines, estimated effort

b. Quality of deliverables

6. Information Security Risks

a. Loss of Customer Artifacts, Digital Assets (Code, database etc.,) or IP

b. Privacy breach, sharing of sensitive data without requisite approvals

c. Phishing, Malware and Ransomware attacks

Oversight of the framework is provided by the Risk Management Committee of the Board of Directors A Risk Management Policy has also been adopted based on this framework, copy of the policy is available at https://www.happiestminds.com/investors/ policy-documents/.

People Practices

Building a culture of innovation, collaboration, and being mindful of our members'' needs are the key objectives of people practice. Induced by COVID-led disruptions, we saw the rapid adoption of digital technologies across industries leading to increased demand for tech talent. This led to a fiercely competitive global talent market, especially for experienced software engineers. Our work culture and people practices continued to be our key differentiators helping us attract and retain people in the highly challenging talent landscape. We continued to have an industry-leading Glassdoor rating of 4.4, a reflection of the perception of our members and alumni. In this competitive market, we added 950 members this financial year, leading to a headcount increase of 29% over last year. We continued to operate virtually for FY 2021-22, in order to protect our people from the different waves of coronavirus that emerged.

Open communication and a sense of belongingness were critical to creating a productive and conducive workplace. The People Practice team conducted multiple connect & team bonding programs, including the virtual town hall, leadership connects, benefits communication series, awareness programs and team building events.

Under the Care program, your Company launched many initiatives to support Happiest Minds and their families, including tele-doctor consultation, Mithra - for counselling support, COVID Leaves, leave donation program, ergonomics consultation, financial wellness, and multiple webinars on emotional, physical and mental wellbeing. To support the families of Happiest Minds who lost their lives in the past two years, your Company launched one of the unique benefits under the Compassionate & Caring Contribution Scheme, where the Company supported the grieving family in many ways, including support for the child''s education, employment for the spouse, continuity of salary, an extension of medical insurance, etc.

Under the Agile program, your Company has diversified its hiring and has expanded its efforts into newer areas. We have undertaken our most extensive campus hiring plan, expanded hiring from newer locations, explored building campuses in new cities, increased women hiring, etc. Your Company has invested immensely in upskilling and cross-skilling initiatives. We are also building a comprehensive leadership succession development plan. People Practice has a representative present in each significant geography to support Happiest Minds. We conducted regular surveys and dipstick to take our members'' input and create a detailed action plan based on survey outcomes.

Further, during the year under review, your Company received multiple industry accolades, including Rank 21 - Best Companies to Work for in India, Rank 63 - Best Companies to work for in Asia, all of these by the Great Place to Work(R) Institute. Top 15 India''s Best Workplaces in Health and Wellness 2021 & Top 10 for supporting the team & their families during COVID-19. Furthermore, two women leaders received industry recognition, Priya Kanduri got the Women in Tech Award by Asia Pacific HRM Congress & Preeti Menon, was recognised as the Top 20 Female Cloud Leaders in The Sociable. In addition, your Company received a few more people and culture awards, which speak volumes about the people''s practices of your Company.

Your Company continually strives to provide people with competitive and innovative compensation packages. We have recently restructured our compensation stack to offer a higher fixed payout and upside potential on the Company and individual performance. In addition, we work with leading industry partners and consultants to benchmark our compensation and benefits programs with the best organizations in the industry. Our compensation packages include a combination of fixed salary, variable pay, stock options, health insurance, and unique benefits like leave donation, flexi work, etc.

Quality Management System (QMS)

1. Quality Policy

2. QMS Framework

Our strategy for continual quality improvement journey is derived on our Vision, business needs, technology changes, customer feedback, suggestions, and process performance. Our quality processes are derived from industry best practices and are continually improved based on our experience, and our processes have been assessed by external accredited agencies. Your Company has received accreditation on international quality and process models, including ISO 9001:2015. In December 2021, your Company was recertified for ISO 9001:2015 with the external auditors applauding our focus towards digitization of internal processes. In addition, your Company is certified to Information Security standards like ISO 27001:2013, which guides our policies and procedures for protecting information security, our own software enablers and as well customers'' software enablers.

3. Engineering Practices

Engineering practices form the crux of successful delivery. Our engineering practices help your Company deliver high-quality software to its customers as per the planned timelines and consistently earn their trust and enable customer happiness. We measure the satisfaction levels of our customers every year and have been consistent/improving on the scores, year on year since inception. Our digital driven engineering practices have been well accepted by our customers with some of them adopting these practices in their internal processes. We have adopted Agile practices to support our Mission of âBorn Digital . Born Agileâ

4. Systems Driven

Our projects are managed using systems to track project management practices and engineering practices for projects managed within your Company. This is line with our digital focus towards process and practices. Our Integrated Project Management system helps the delivery to have an end-to-end view of the project at all levels of the management to provide enhanced delivery value to our customers. There are regular updates done to the system. Our projects that are adopting Agile methodologies are using JIRA Plan, Track and manage the projects to decrease the turnaround of the shippable products to our customers. The usage of JIRA in extensive to Plan epics, Plan sprints, manage sprints and to manage releases. We also have built Business Intelligence (BI) reports and Metrics Dashboard''s which help''s in taking proactive actions.

5. Code Quality

6. Rapid Iteration and Experimentation

Fail fast and learn quickly - Agile teams develop solutions through fast cycles of field testing and learning from mistakes. Products and solutions are developed iteratively using minimum viable products i.e., minimum set of features needed to test and learn. This also helps our customers to get early feel on the products/solutions that they would be using and also help reducing the time for production release.

7. DevOps and automation

Your Company has deployed DevOps practices which include building pipelines for continuous integration, code analysis, testing and deployment of software solutions developed. Some of the practices like continuous deployment, pushing a new release into production based on passing of all the tests, checking code and software quality in the build pipeline and leverage the build pipeline to get feedback on the health of their software, etc help your Company to decrease the turnaround to the customers and build a better quality products.

8. Information Transparency

The accessibility, accuracy, and availability of quality, unfiltered data which is critical for organizational agility is deployed across the organization. Various data pipelines and reports are built to enable team members to easily share their ideas and results of their work with those who might benefit from the information.

9. Continuous Learning

At your Company, continuous learning happens on both the individual and organizational level. At the organizational level, structured processes and tools have been enabled to share the tribal knowledge. This helps the information learned through experimentation and experience is available across the organization.

10. Delivery Methodologies

Our suite of delivery methodologies in the below mentioned areas demonstrates our thought leadership and execution capabilities viz., Agile methodologies, Service delivery lifecycle, Application Support and Maintenance life cycle, Embedded system software, Waterfall model for Software development and Hardware development life cycle. These methodologies along with our best practices help in providing value added services to our customers.

11. Involve to Evolve

We drive the continual improvement programs by actively engaging the team members across the organization. Focused groups will be formed to make the resources part of the continual improvement journey to bring in Agile community of practice, technical experts from Practice, estimation work group and internal audit community. The continuous measurement of benefits accrued from your Company''s process improvement initiatives has brought to light a significant reduction in rework, increase in productivity, adherence to schedules and budget, and significant added value, culminating in customer delight.

12. Rewards and Recognitions

The team members/teams are rewarded for their exemplary work towards process improvements and customer delight with awards such as Code excellence award, Service Delivery excellence award, etc.

13. Customer Connect

Your Company has customer experience framework to understand the behaviors, needs and expectations of individual customers which helps in developing a roadmap for continuous engagement and enriching the customer relationship. As part of this framework, we conduct Customer happiness Survey, Customer Pulse, bringing Value adds, etc.

Whenever there is a customer escalation related delivery or staffing, the concerned manager will raise the escalation in project management system. An action item for the same is created and assigned to the respective team member to track, monitor the status of the escalation. The closure of the escalation of the communicated back to the customer.

Internal Control System

Your Company has deployed adequate Internal Control Systems in place to ensure a smooth functioning of its business. The processes and the systems are reviewed constantly and changed to address the changing regulatory and business environment. The Control Systems provide a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Company''s assets. The ERP system which the Company had implemented has helped in further strengthening the internal control systems that are in place.

The existing internal control systems and their adequacy are frequently reviewed and improved upon to meet the changing business environment. The Statutory Auditors as well as the internal auditors periodically review the internal control systems, policies and procedures for their adequacy, effectiveness and continuous operation for addressing risk management and mitigation strategies.

Conservation of Energy, Research and Development, Foreign Exchange Earnings and Outgo

Employeesâ Remuneration

As per the proviso to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement containing the names and other details of employees drawing more than ''10.2 Mn per financial year or ''0.85 Mn per month, as the case may be, are set out in the Annexure VI to the Board''s Report. Further, as per the proviso to Rule 5(3) of the said Rules, the particulars of employees posted and working outside India not being directors or their relatives, need not be included in the statement but, such particulars shall be furnished to the Registrar of Companies. Accordingly, the statement included in this Report does not contain the particulars of employees who are posted and working outside India. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

Directorsâ Responsibility Statement

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) I n the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) Accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year 2021-22 and of the profit or loss of the Company for that financial year;

(iv) The Annual Accounts have been prepared on a going concern basis.

(v) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

Your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

Secretarial Standards

During the year under review, your Company has duly complied with all applicable Secretarial standards issued by the Institute of Company Secretaries of India.

Cost Audit

The provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company is committed to promote a safe and professional work environment, that fosters teamwork, diversity and trust across. Your Company has a gender neutral Anti-Sexual Harassment Policy at workplace which is also in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the applicable rules. Internal Committee has been set up to redress complaints received regarding sexual harassment. We have also appointed a lawyer as an external Internal Committee member, who specializes in Prevention of Sexual Harassment (âPOSHâ) and Protection of Children against Sexual Offences Acts.

All employees regardless of position or contractual status, i.e., permanent, short-term contract, visitors and casual employees are covered under this Policy. The POSH awareness program is mandated to all Happiest Minds and every member going through the training will be provided with completion certificate. During the year under review, most of our employees were working remotely, communications and awareness mailers were sent on the applicability of the POSH during remote working times along with do''s and don''ts under POSH.

During the year under review, there were no complaint with allegation of sexual harassment filed with Internal Committee.

Events Subsequent to the date of Financial Statements

As on the date of this Report, your Directors are not aware of any circumstances not otherwise dealt with in this Report or in the financial statements of your Company, which would render any amount stated in the Accounts of the Company misleading.

In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the results, or the operations of your Company for the financial year in respect of which this report is made.

Acknowledgements

For and on Behalf of Board

Venkatraman N Ashok Soota

Managing Director & CFO Executive Chairman

DIN:01856347 DIN: 00145962

Bengaluru

Dated: May 30, 2022

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