Happiest Minds Technologies Ltd Directors Report

Dear Members,

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	1 1,126	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)	1 1.19	16.55	12.26	16.73
Earnings per share (Diluted)	1 1.19	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 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 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 ("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 ? 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 Companys 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:

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

• 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.

• 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.

• Enhance our global alliances and partnerships by acquiring companies who specialize in providing services on Microsoft?, ServiceNow? and Salesforce? platform.

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

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

• 100% stake in PureSoftware Technologies Private Limited, India ("PureSoftware");

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

• 100% stake in InnovazIT Technologies LLC, Dubai;

• 100% stake in GAVS Technologies LLC, Oman and;

• 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:

• 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")

• Sri Mookambika Infosolutions Private Limited, India ("SMI"),

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

• PureSoftware Technologies Private Limited, India ("PureSoftware"), o PureSoftware Pte Limited (Singapore)

PureSoftware Africa Limited (Kenya)

PureSoftware Private Limited (UK)

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

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

PureSoftware Private Limited (Nepal)

PureSoftware Pty (Australia)

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

PureSoftware HK Limited (Hongkong)

InnovazIT Technologies LLC, Dubai,

GAVS Technologies LLC, Oman,

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 Companys 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. RajivShah (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 "Lead Independent Director". 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 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/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 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 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 Boards overall performance and effectiveness. The management has taken note of all the suggested action plans for implementation and some of the key suggestions were:

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

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

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

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

• The Board should reassess the overall mandates of certain committees, including the Risk Management Committee and th 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 i 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 ar provided in the Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all th 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 Corporat 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 th 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, howeve your Board of Directors at its meeting held on April 02, 2025, based on recommendation of Nomination, Remuneration and Boar 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 Mine 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 ha been issued by the Secretarial Auditors of the Company confirming that the Plan has been implemented in accordance with the sai 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 o 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 immediat relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation 2015. This Code of Conduct also includes the code for practices and procedures for fair disclosure of unpublished price sensitiv information which has been made available at https://www.happiestminds.com/investors/policv-documents/

Vigil Mechanism

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

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

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/policv-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 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 & AuditorsRs.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 AuditorsRs.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 AuditorsRs.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 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 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) Peoples 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 Companys 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 MindsRs.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 Bl-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 audits—ISO 9001, 27701, 20000, and PIMS—demonstrating 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 shifts—driving 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 MW 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 newjoiners, 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 observances— Navratri, Womens Day, Independence Day, and the International Day of Happiness—by 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 touchpoints—hospitals, fitness centers, salons, and educational institutions—and 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 Fund—a 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 expand—now 1,650+ strong—offering 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 Indias Top 50 Best Workplaces™ in Health & Wellness and IT & IT-BPM, and featured on the Best Workplaces for Women™ 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 Al & 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 notjust to support the business but to be a source of sustainable competitive advantage—fueling performance, resilience, and belonging.

As we look to the future, our commitment remains unwavering: to shape an environment where every person thrives—personally, professionally, and purposefully—and 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

"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". 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.

"Happiest 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 stakeholders"

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 customersRs.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-Al 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 "Born Digital. Born Agile".

4. Systems Driven Approach

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 provides an end-to-end view of projects, enhancing delivery value.

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 customers 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 Companys 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

EmployeesRs.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 Boards 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 Boards 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.

DirectorsRs.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 ("PoSH Act")

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 ofthe 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 Acts 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:

• Walk through of the PoSH Act

• What is covered under sexual harassment

• Gender based scenarios under PoSH

• Sexual Harassment during remote working

• How to raise a complaint

• 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 members or partners 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 Companys growth.