Happiest Minds Technologies Ltd Directors Report.

Dear Members,

Your Directors take pleasure in presenting the Tenth 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, 2021.

Highlights of Financial Performance

Amount in Rs. Lacs
Description Standalone Consolidated
March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Revenue from operations 76,096 69,821 77,341 69,821
Other Income 2,342 1,598 2,424 1,602
Total Income 78,438 71,419 79,765 71,423
Employee benefits expense 45,012 44,123 45,238 44,123
Depreciation and amortization 2,063 2,023 2,274 2,023
Finance cost 692 799 697 802
Other expenses 12,069 15,815 12,954 15,988
Total expenses 59,836 62,760 61,163 62,936
Profit / (Loss) before Exceptional Items and Tax 18,602 8,659 18,602 8,487
Exceptional (Income) / Expense - 1,126 - 1,126
Profit / (Loss) before Tax 18,602 7,533 18,602 7,361
Tax expense 2,409 190 2,356 190
Profit / (Loss) after Tax 16,193 7,343 16,246 7,171
Earnings per share (Basic) 11.71 7.21 11.75 7.04
Earnings per share (Diluted) 11.41 5.49 11.45 5.36
Dividend on equity shares - - - -
Transfer to reserve - - - -
Balance carried forward 16,193 7,343 16,246 7,171

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

A detailed analysis of the financials and business performance of the Company during the year under review including the impact the COVID 19 pandemic had on your Companys business is detailed 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 ("Listing Regulations") is provided separately in the Annual Report.

Dividend & Transfer to Reserves

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

In accordance with the said policy, your Directors are pleased to recommend a final dividend of Rs. 3/- per equity share for the financial year ended March 31, 2021 (previous financial year - Nil). If the above recommendation is accepted by the Members of the Company at the ensuing Annual General Meeting, total outflow on this account will be Rs. 44.06 Crores.

Your Directors do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to retain the entire of profits for the financial year ended March 31, 2021 in the profit and loss account.

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

Mergers & Acquisitions

During the year under review, your Company signed definitive agreements to acquire, with effect from January 1, 2021, 100% ownership interest in PGS Inc which had permission to Do Business As "DBA" - Pimcore Global Services, a Houston, USA, based digital e-commerce and data management solutions company for a cash consideration of US $8.25 million.

PGS has a strategic partnership with Pimcore Austria for delivering solutions around the opensource Pimcore framework which helps enterprises establish a robust digital presence through seamless data and experience management. PGS clientele includes customers across Retail, CPG and Manufacturing verticals.

Prior to the acquisition PGS was a Customer of your Company. Revenues of PGS for the fiscal ended December 31, 2020 (pre-acquisition) was circa US$ 10.6 million during which period your Company counted PGS as one of its US$ 2M + customer. Your Company has been a Gold Partner of Pimcore for the past several years and now with the Platinum/Strategic partnership and capability of PGS, has acquired significant capabilities on the framework while strengthening its global Digital Commerce practice.

Post-acquisition the name of the PGS Inc. has been changed to Happiest Minds Inc. while retaining the DBA as-is.

Subsidiary Company

As of March 31, 2021, 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 Companys policy on material subsidiary is also available on the website at https://www.happiestminds.com/investors/ policy-documents/


We are happy to inform that your Company has received the following recognitions during the year:

> Ranked 73rd among Indias Best Companies To Work for 2020 by Great Place to Work

> Recognized among the Top 50 Best Workplaces for Women 2020 by Great Place to Work

> Recognized by Intels Winner Circle Program as a Solution Plus Partner for contributing towards the acceleration of 5G and virtual network transformation

> Awarded the Jalarushi Puraskar 2020 Appreciation Certificate from BWSSB (Bengaluru Water Supply and Sewerage Board) for conservation and efficient use of water

> Awarded at the Best D&I Practices of Asia Seminar and Awards 2020: D&I Company of the Year, D&I Awareness Campaign and D&I Talent Management Practice

> Awarded Peoplefirsts Leading Practices in Talent Acquisition Award

Initial Public Offering & Listing

During the year, your Company made an Initial Public Offering ("IPO") of 4,22,90,091 equity shares of face value of 2 each of the Company for cash at a price of 166 per equity share, including a premium of 164 per equity share aggregating to 7,02.02 Crores, comprising of a fresh issue of 66,26,506 equity shares aggregating to Rs. 110 Crores and an offer for sale of 84,14,223 equity shares by Mr. Ashok Soota, the Promoter and 2,72,49,362 equity shares by CMDB II, the Investor, aggregating to 592.02 Crores.

The issue opened on September 7, 2020 and closed on September 9, 2020. The issue was led by book running lead managers viz., ICICI Securities Ltd and Nomura Financial Advisory and Securities (India) Pvt Ltd.

Your Company is happy to inform that the issue was oversubscribed 151 times (i.e., around 71 times in RII, 77 times in the QIB and 351 times in the NII category). Your Companys entire paid-up share capital consisting of 14,68,63,556 equity shares were listed and admitted for dealing on the National Stock Exchange of India Limited and BSE Limited with effect from September 17, 2020, subject to fulfillment of lock-in conditions on certain shares.

The proceeds of IPO of 110 Crs were utilized for the objects as disclosed in the Prospectus viz., 102.42 Crs towards working capital, 3.03 Crs towards general corporate purpose and 4.55 Crs towards IPO expenses.

Your Company confirms that it has paid the Annual Listing Fees for the year 2020-21 to National Stock Exchange of India Limited and BSE Limited.

Share Capital

During the year, your Company allotted 66,26,506 equity shares of 2/- each as fresh issue of shares as part of IPO of the Company. With the said allotment, the paid-up equity share capital has increased to 29,37,27,112/- as on March 31, 2021 consisting of 14,68,63,556 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, 2021, 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 ("AGM") of the Company, every year. Mr. Venkatraman Narayanan (DIN 01856347) retires by rotation at the ensuing 10th AGM and being eligible, offers himself for re-appointment.

Your Board of Directors at its meeting held on November 4, 2020, has (a) approved appointment of Mr. Joseph Vinod Anantharaju (having DIN No. 08859640) as Executive Vice Chairman; (b) approved appointment/re-designation of Mr. Venkatraman Narayanan (having DIN No. 01856347) as Managing Director & CFO; and (c) accepted resignation of Mr. Avneet Singh Kochar (having DIN No. 02415196), Non-Executive Director and representative of erstwhile Investor - CMDB II.

Ms. Anita Ramachandran (DIN No. 00118188), Mr. Rajendra Kumar Srivastava (DIN No. 07500741) and Ms. Shubha Rao Mayya (DIN No. 08193276) are the Independent Directors on the Board with effect from June 4, 2020. Pursuant to the provisions of Section 149 of the Companies Act, 2013 the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with 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. Copy of the policy is uploaded on the Companys 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 largely around 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 Companys website at https://www.happiestminds.com/investors/disclosures/Details-of-Familiarization-programme.pdf

Board Evaluation

Since your Company became listed only from the part of the financial year under review, it could not conduct an exercise to evaluate the performance of the Board, Committees of the Board, Chairman of the Board, Individual Directors and the Independent Directors. However, it proposes to do from the current financial year onwards on an annual basis.

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 fourteen times during the year under review. The details of these Board Meetings are provided in the 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.

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 VII to this Report.

Employees Stock Option Plan (ESOP)

Your Company had three ESOP schemes viz., ESOP 2011, ESOP 2015 and US ESOP 2011. With effect from May 13, 2020 i.e., prior to IPO, your Company merged ESOP 2011 into ESOP 2015. Post IPO, the new employee stock option plan called Happiest Minds Employee Stock Option Scheme 2020 ("ESOP 2020"), which is in compliance with the requirements of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, is in effect.

In view of the new scheme, no further grant of employee stock options will be made under the old schemes i.e., merged ESOP 2015 or under US ESOP 2011. All further grants of employee stock option will only be made under the new employee stock option plan i.e. ESOP 2020.

During the year under review, no fresh grants were made ESOP 2020, but however, your Company facilitated transfer of 673,280 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 Statutory 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, 2021 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 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 Companys 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 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return of the Company for financial year 2019-20 prepared in accordance with Section 92(1) of the Act has 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.

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 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 arms length pricing.

During the year under review, your Company has not provided any loans/advances in the nature of loan to any subsidiary company, associates and firms/companies in which Directors are interested.

Auditors & Auditors Report

The current Statutory Auditors of the Company M/s. S.R. Batliboi and Associates LLP, Chartered Accountants (ICAI registration number 101049W/ E300004) will hold office till the conclusion of ensuing tenth Annual General Meeting of the Company. Based on the recommendations of the Audit Committee, the Board at its meeting held on May 12, 2021 has approved appointment of M/s. Deloitte Haskins & Sells (ICAI registration number 008072S) as Statutory Auditors for a term of 5 years i.e., from the conclusion of the ensuing 10th AGM upto the conclusion of the 15th AGM, subject to Members approval.

The Auditors Report does not contain any qualification, reservation, or adverse remark on the financial statements for the financial year ended March 31, 2021. 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, 2021 is attached as Annexure VIII 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 this Report.

Sustainability and Corporate Social Responsibility (CSR)

Companys 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 CISO, 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 follow a process covering the steps below in identifying areas of risk in the Organization. The process covers:

> Identification of key risk areas

> Assessment of key risks for probability and impact

> Prioritization

> Formulation of response

> Identification of Owners

> Participation by Owners in outlining mitigation plans

> Reporting on adequacy and effectiveness

> 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 e.g. PII without requisite approvals

c. 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

People well-being was the key theme for FY21. Your Company saw 99% of the workforce working virtually, adapting to the new normal. Your Companys People Practice function worked closely with the business to help Happiest Minds manage the transition to a complete Work from Home. The people function focused on 3Cs Communication, Care, and Collaboration framework to support Happiest Minds through the pandemic.

The business environment was quite volatile from the beginning. All the existing organizational processes and structures needed a major rehaul to adapt to the virtual work environment. Continuous communication was vital to reduce anxiety and ambiguity among people. People Practice conducted multiple connect programs, including the virtual town hall, leadership connects, benefits communication series, regular communication from Executive Board, People Practice, and Business Leaders to alleviate all apprehension about job security, business future, etc., and build trust and confidence among team members.

Peoples well-being is the topmost priority for your Company. 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, parenting under lockdown, and multiple webinars on emotional, physical and financial wellness.

Happiest Minds working from Home from different cities and towns virtually required a different level of collaboration. Your Company constituted COVID Taskforce to make quick decisions to adapt to the changing environment, use collaborative technology tools for collaboration and engagement, and Internal First Responder Team to support COVID affected Happiest Minds and their families. There was an immense focus on recognizing the exemplary efforts of Happiest Minds, who provided uninterrupted services to the customers during these challenging times. Intensive Reward and Recognition program were organized, including a personalized note of appreciation to the Happiest Minds and their families from the leadership.

Your Company implemented corporate-wide recruitment, onboarding, up-skilling, training, talent development, performance evaluation, talent review, succession planning, and compensation programs without any significant disruption. The people practice function has a representative present in each major geographies to support Happiest Minds. Your Company conducted the Happiest Minds Pulse Survey in which 93% of Happiest Minds affirmed that they have enhanced their effort towards personal well-being and happiness since they joined the Company.

As per the Great Place to Work ("GPTW") survey results, your Company was awarded and was among Top 100 Indias Best Companies to Work for in 2020, among Top 50 Indias Best Workplaces for Women by GPTW. Your Company also got recognized as the Diversity & Inclusion (D&I) Company of the Year by the Women Leadership Forum of Asia & LNOD Round Table. Many other people and culture awards speak volumes about the peoples practices in the Company.

Your Company continually strives to provide people with competitive and innovative compensation packages. We work with industry partners and consultants to benchmark our compensation and benefits programs with leading 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

"Happiest 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 holders".

2. QMS Framework

Our strategy for continual quality improvement journey is derived based on the business needs, technology changes, customer feedback, suggestions, and process performance. Our quality processes are derived from industry best practices as well as from 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 addition, your Company is certified to Information Security standards like ISO 27001:2013, which guides our policies and procedures for protecting our own 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 and consistently earn their trust. We measure the satisfaction levels of our customers every year and have seen a significant improvement in the scores, year on year since inception. We have adopted Agile practices to support our Mission of "Born Digital. Born Agile".

4. Code Quality

Our projects that are adopting Agile methodologies are using JIRA Plan, Track, Integrate with other code quality tools and manage the projects to decrease the turnaround of the shippable products to our customers.

5. 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.

6. DevOps and automation

Your Company has deployed DevOps practices which includes build automation, continuous integration, code analysis, and unit testing along with engineering practices such as continuous delivery or automatically deploying to an environment with a test suite to evaluate the software in the environment.

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.

7. Information Transparency

The accessibility, accuracy, and availability of quality, unfiltered data which is critical for organizational agility is deployed across the organization. Team members can easily share ideas from, 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 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.

9. 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, and Waterfall model for Software development.

10. Integrated Project Management System

Our Integrated Project Management system helps the delivery to have an end-to-end view of the project at all levels of the management so as to provide enhanced delivery value 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 Companys 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 Redmine. 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 Companys 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

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.

Employees 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 Boards 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.

Directors 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 made 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 2020-21 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) 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 Secretarial Standard 1 dealing with Meetings of the Board of Directors & Secretarial Standard 2 dealing with General Meetings, as 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 ("POSH") 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. During lockdown as most of our employees were working remotely, we had sent communications on the applicability of the POSH during remote working times along with dos and donts under POSH.

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


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 Companys growth and successful IPO.