Happiest Minds Technologies Ltd Directors Report.

Dear Members,

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

Amount in Rs in Lacs

Description

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 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 of 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 declared an interim dividend of Rs 1.75/- per equity share in the Board meeting held on 27th October 2021 and are pleased to recommend a final dividend of Rs 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 Rs 3.75/- per equity share (previous financial year - Rs 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 Rs 5507.38 Lacs.

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 31,2022 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

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. Tech4THs 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 Companys 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 Companys 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:

• Happiest Minds is ranked among Indias Top 15 Best Workplaces in Health and Wellness 2021 by Great Place to Work? Institute. Happiest Minds also received a special recognition for supporting employees and their families during COVID-19 crisis.

• Happiest Minds is ranked among Indias Top 50 Best Workplaces for Women 2021 by Great Place to Work? Institute for the third consecutive year.

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

• Ashok Soota, Executive Chairman is among Indias 100 Great People Managers 2021 by Great Manager Institute?.

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

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

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

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

• Happiest Minds is featured in NASSCOMs report on India Cybersecurity Industry Services & Product Growth Story.

• 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.

• Happiest Minds is recognized as a ‘Major 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 Rs 293,727,1 12/- consisting of 146,863,556 equity shares of Rs 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 ("AGM") of the Company, every year. Mr. Ashok Soota (DIN 00145962) retires by rotation at the ensuing 11th 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. 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 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 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 Companys 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 SEBIs 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 Boards 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 Boards 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.

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)

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 Rs 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 31,2022 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 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 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.

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 arms 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 10th AGM of the Company held on 7th July 2021 to hold office for a term of 5 years i.e., till the conclusion of the 15th 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.

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 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:

• 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 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 childs 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 Indias 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 peoples 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

"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 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 "Born Digital . Born Agile"

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 Dashboards which helps in taking proactive actions.

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 help us to deliver high quality outputs to our customers.

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 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 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 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 Mn per financial year or 0.85 Mn 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 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;

(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 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 ("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 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 dos and donts 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

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.

For and on Behalf of Board
Venkatraman N Ashok Soota
Managing Director & CFO Executive Chairman
DIN: 01856347 DIN: 00145962
Bengaluru
Dated: May 30, 2022