Happiest Minds Technologies Limited — AGM Information 2023

Jul 28, 2023

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Happiest Minds Technologies Limited Regd. Office: #53/1-4, Hosur Main Road, Madivala, Bengaluru-560068, Karnataka, India CIN of the Co. L72900KA2011PLC057931 P: +91 80 6196 0300, F: +91 80 6196 0700 Website: www.happiestminds.com Email: investors@happiestminds.com

July 28, 2023

Listing Compliance & Legal Regulatory BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001 Stock Code: 543227, 974728 & 974820

Listing & Compliance National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex Bandra East, Mumbai 400 051 Stock Code: HAPPSTMNDS

Dear Sir/Madam,

Sub: Transcript of 12[th] Annual General Meeting held on July 17, 2023

Please find enclosed the transcript of the 12[th] Annual General Meeting of the Company held on July 17, 2023. The Transcript has been uploaded on the Company’s website https://www.happiestminds.com/investors

This is for your information and records.

Thanking you,

Yours faithfully,

For Happiest Minds Technologies Limited

DARSHANKA Digitally signed by DARSHANKAR R PRAVEEN PRAVEEN KUMAR Date: 2023.07.28 KUMAR 10:05:53 +05'30' Praveen Kumar Darshankar Company Secretary & Compliance Officer Membership No. F6706

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Transcript of Annual General Meeting (“AGM”) of Happiest Minds Technologies Limited held on July 17, 2023 from 4.00 PM (IST) to 5.12 PM (IST) through video conferencing

Directors and KMPs present

Directors and KMPs present
Mr. Ashok Soota	Executive Chairman & Director(Bengaluru,India)
Mr. Joseph Anantharaju	Executive Vice Chairman & Director(Redmond, USA)
Mr. Venkatraman N	ManagingDirector & CFO(Bengaluru,India)
Mr. Rajendra Kumar Srivastava	Independent Director(New Delhi,India)
Ms. Anita Ramachandran	Independent Director(New Haven,Connecticut,USA)
Ms. Shuba Rao Mayya	Independent Director(Bengaluru,India)
Mr. Praveen Kumar D	CompanySecretary& Compliance Officer(Bengaluru, India)

Other Invitees in attendance

Other Invitees in attendance
Mr. Vikas Bagaria (Partner) Mr. Girish Bagri(Partner)	M/s. Deloitte Haskins & Sells StatutoryAuditors(Bengaluru,India)
Mr. Kamlesh Dash (Director)	M/s. KPMG Assurance and Consulting Services LLP Internal Auditors(Bengaluru,India)
Mrs. Devika Satyanarayana (Partner)	M/s. V Sreedharan & Associates Secretarial Auditor/Scrutinizer(Bengaluru,India)

Members present: A total of 46 members attended the meeting.

Proceedings:

Chairman

Dear members and invitees, Good Evening. I am Ashok Soota, Executve Chairman. I have joined this meetng from the registered ofce of the Company at Bengaluru. On behalf of Board of Directors, I take pleasure in welcoming all of you to the 12th Annual General Meetng of the members of Happiest Minds Technologies limited. I trust that all of you and your family are safe and healthy. This is the Third General meetng of the Company afer we listed on NSE and BSE. As of record date, I'm happy to say that the Happiest Minds family of investors is at 720,000+ and I would like to extend a warm welcome to each of you. The Company has taken all feasible eforts under the current circumstances to enable members to partcipate through video conference and vote on the items being considered for the meetng. Now with the requisite forum of shareholders being present, I call this meetng to order.

	We also have with us representatves from Statutory auditors, Internal auditors, Secretarial auditors and the Scrutnizer. I would now request my colleagues on the board to introduce themselves and confrm the place from where they are atending this meetng. So, I may just request Shuba if you can start.
Shuba Mayya	Yeah, My name is Shuba Maya, I'm the Independent Director on Happiest Minds Technologies. I've logged in from my residence in Bangalore. Thank you.
Chairman	Thank you. Anita. Anita, you're on mute.
Anita Ramchandran	This is Anita Ramchandran. I'm an Independent Director on Happiest Minds. I normally reside in Mumbai but I'm taking this meetng from New Haven in US.
Chairman	Ok, Raj.
Rajendra Srivastava	Hello, my name is Rajendra Srivastava. I'm an Independent Director and my normal residence is Hyderabad but I'm calling in from New Delhi.
Chairman	Thank you very much then, Joseph.
Joseph Anantharaju	Hi, this is Joseph here. I'm a Director on the Board of Happiest Minds and I'm calling in from my residence at Redmond, US.
Chairman	Venkat. Venkat, You are on mute.
Venkatraman Narayanan	Thanks, Ashok. This is Venkatraman. I'm the Managing Director of the Company. I'm taking this call from Bangalore, and I reside in Bangalore.
Chairman	With all the introductons done and all the Directors present, I would now request the Company Secretary, Praveen to provide general instructons to members regarding the partcipaton.
Company Secretary	Thank you, Ashok. Good evening to all. I am Praveen Kumar Darshankar – Company Secretary & Compliance Ofcer. I am joining this meetng from the registered ofce of the Company at Bengaluru. Members may note that this meetng is being held through video conference in accordance with the circulars issued by MCA and SEBI. Facility for joining this meetng through video conference has been made available for members on a frst-come-frst serve basis. All members who have joined are by default placed on mute by the moderator. When the session on queston and answer commences, the speaker member will be unmuted by the moderator.

Members may also note that the Company reserves the right to limit the number of members asking questons depending on the availability of tme. The Register of Directors and Key Managerial Personnel and their Shareholding; the Register of Contracts or Arrangements in which the Directors are interested and the Certfcate from the Secretarial Auditors of the Company under the SEBI (Share Based Employee Benefts) Regulatons, 2014, are available electronically for inspecton by the members during the meetng. Members seeking to inspect such documents can send their requests toinvestors@happiestminds.com We had provided facility to cast your votes electronically on all resolutons set forth in the Notce. Members who have not cast their votes will have an opportunity to cast their votes upon declaraton by the Chairman about the commencement of e-votng at the meetng through Insta-poll. Members may click on the “Vote” sign on the lef-hand botom corner of their video screen for votng at the meetng. Members are requested to refer to the instructons provided in the Notce or appearing on the video conference page, for seamless partcipaton through video conference. In case members face any difculty, they may reach out on the helpline numbers given in the Notce. Now, I request the Chairman to start the proceedings. Over to you, Ashok.

Chairman

Thank you, Praveen. As we commence the second decade of Happiest Minds, it gives me immense satsfacton to report that your Company contnues its path breaking and highly successful run. We represent a unique model which combines the highest standards of Corporate Governance and a people centric culture with the industry leading results of proftability and growth. I'd like to speak about each of these three pillars in a very abbreviated way because I have given all the details in my Chairman’s speech, which is a part of the Annual Report available to all of you. Coming frst of all to the area of Corporate Governance, you know this is a fundamental pillar for Happiest Minds. We put in our Corporate Governance practces from the day we started the Company and therefore in a manner of speaking, it was really no surprise that we literally swept all the awards for Corporate Governance in 2022. We are humbled by these recognitons and commit to contnuously raising the power. The second aspect is regarding creatng a great place to work and here again we've been delighted by all the recognitons we are contnuously receiving from the great Places to Work Insttute year afer year and we contnue to be seen as one of the most atractve employers, we were recognized amongst India's Top 10 Best workplaces and Happiness in Health and Wellness in 2022.

	So, these are all the multplicity of such recognitons we receive, which shows you how we have really worked in every respect to create a great place to work. Customer satsfacton is absolutely key and again, our own Net Promoter score shows an overall satsfacton level of 7.9 on a scale of 9.0 and we believe that these numbers are in the top ter along with comparable companies. I've already mentoned to you that our results have been industry leading and here again just to give you absolute numbers, we delivered a growth rate of 23.7% in constant currency basis and an EBITDA margin of 26.2% and that is second only to the one largest company in the country in the IT services space. We contnue to embark on our path of expansion at a tme when you see many other players are actually saying we are postponing ofers or people are deferring increments and so on and so forth. We have planned a record editon of 1300 persons in the current fnancial year and we are contnuing to maintain the robust guidance on revenue growth while sustaining EBITDA margin in the 22 to 24% range. ESG objectves are really key to us and we have set ourselves a goal of achieving carbon neutrality in our operatons by 20-30. We are working now to see if we can even advance that date. Finally, I would like to express my grattude to our customers for their contnued faith and trust in Happiest Minds. I am also grateful to all Happiest Minds for their commitment and dedicaton. These results would not have been possible but for all our business units, every geography, our centers of excellence, our delivery teams, our technology teams and domain groups under the leadership of our executve Board. I'm especially grateful to our Board of Directors for all the advice and guidance we contnuously get from them to our shareholders and other stakeholders for their wishes, their guidance, their goodwill and support that has helped us to accelerate our digital and agile journey. Let me close by wishing all of you good health and happiness.
Company Secretary	We now request Mr. Venkatraman to make a presentaton to the members on the performance of the Company during the fnancial year ended March 31st, 2023.
Venkatraman Narayanan	Thank you, Praveen. Dear Shareholders, the summary slide on our performance is on the presentaton and I will now take you through a few highlights over the next few minutes. For the year, your Company's operatng revenues have grown by about 24% in constant currency. Our Chairman Ashok also referred to that and on proftability, its's a third year we have where we have delivered EBITDA numbers higher than 26%. Again, happy to say that your Company beat the guidance of 22% to 24% of EBITDA handsomely by good margin and now take you through a few highlights on our annual performance, Operatng revenues were 178 million and that in Rupees was about 1,428 crores. Growth in constant currencyof U.S. dollar was

24% as I mentioned above and in Rupees it was 31%. Total income of 1450 crores showed a growth of 28%. We closed the year with an EBITDA 26.2% and 379 crores which showed a growth of 29% on a year over year basis. This metric of profitability, your Company continues to be in the top league of comparable companies. Profit before tax for the year was 309 crores. This was at 21.3% of our total revenues and showed a growth of 26% over the previous year. Finally profit after tax was 229 crores and that was about 16% of total revenues. Your Company's profit after tax has grown 27.5% over the previous year. EPS for the year was rupees 16 per share and this has also shown equal growth of 27.5%. Our capital return ratios are comparable with the best in the industry.

Return on capital employed and return on equity were 30% and 27% respectively. We are proud of these very healthy numbers. We ended the year with cash and cash equivalence of about 790 crores, day sales outstanding which is receivables of about 55 days. Both these metrics are quite outstanding, especially the one on day sales outstanding. In January this year your Company acquired 100% equity interest in Sri Mookambika Info Solutions, Madurai. The acquisition brings in deep domain capabilities in the healthcare segment and alliance very well with our Product Engineering Services business. It also took your Company's presence into the two new locations of Madurai and Coimbatore and added about 400 plus Happiest Minds to our family. In addition, your Company also increased its capacity across its centers in Bengaluru, Bhubaneswar, Noida and Pune. We have also added two new offices in the US in New Jersey and Seattle. We closed the year with 237 customers and your Company's average revenue per customer stood at $802,000 which has consistently shown an upward trend from the $634,000 it was a few years back. Our attempt is to take this number to $1,000,000 per customer. Your Company counted 4,947 Happiest Minds and its family showing an increase of 773 over the previous year. We had about 250 joiners us straight from the campus and they are in the process of moving into billing positions. We are seeing an easing in the supply side, attrition on a trailing 12-month basis has dropped to 19.8% by the end of the year 2023 and as we stand this number is showing further significant improvement. Happy to state that keeping in line with our progressive dividend policy and capital allocation discussions, our Board of Directors of the Company and their meeting held on May 8, 2023, have recommended the final dividend of 3 Rupees 40 Paise per share subject to the approval of shareholders at this AGM on approval and payout. The final dividend, total dividend for the year per share will be 5 rupees 25 paise and would entail a total cash outflow of about 79 crores for the year. This year's dividend payout is about 20% of our free cash flow and 33.6% of our profits after tax. Looking ahead, we will continue to make investments in our people and capabilities. We will be adding about 450 campus graduates this year and seek to grow profitably in the years to come. We will also

	be expanding our capabilites and delivery center in India with an immediate focus on Pune and Noida. Thank you all for your contnued support, should you need any further informaton or clarifcaton, do not hesitate to contact us. I'll now hand over the proceedings to our Chairman, Mr. Soota.
Chairman	Thank you, Venkat. I'm now going to request the Company Secretary to provide a summary of the Auditor’s report.
Company Secretary	Thank you, Ashok, the Statutory Auditors, Deloite Haskins and Sells LLP and the Secretarial Auditors, V Sreedharan & Associates have expressed an unqualifed opinion in their respectve audit reports for the fnancial year ended March 31st, 2023. There were no qualifcatons, observatons or adverse comments on fnancial statements and maters which have any material bearing on the functoning of the Company. Copies of the Statutory auditor’s report and the Secretary Audit report are enclosed as part of the Annual Report. Thank you. Over to you, Ashok
Chairman	As the Notce and Annual report is already circulated to all the members, I take the Notce, Statutory Auditors report, Secretarial Audit report and Board’s report as read. We will now take up the resolutons as set forth in the notce. Item No.1 - To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the fnancial year ended March 31, 2023, together with the Reports of Board of Directors and the Auditors thereon. Item No.2 - To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the fnancial year ended March 31, 2023, together with the Report of the Auditors thereon. Item No.3 - To declare a fnal dividend of Rs.3.40 per share on equity shares for the fnancial year ended March 31, 2023. Item No.4 - To appoint a Director in place of Mr. Joseph Vinod Anantharaju (DIN 08859640) who retres by rotaton and, being eligible, ofers himself for re- appointment. Since all the resolutons have already been put to vote through remote E-votng, there will be no proposing and seconding of the resolutons and that therefore also be no votng by show of hands. At the end, further 15 minutes for votng will be provided. If any member desires to ask any questons pertaining to any item in the notce, you may do so now. Members also requested to keep your questons brief and specifc. The moderator will facilitate the queston and answer session and over to the moderator.

Moderator	Thank you, Sir. The frst speaker is Mrs. Celestne Elizabeth Mascarenhas. Mrs. Celestne Elizabeth Mascarenhas.
Celestne Elizabeth Mascarenhas	Can you hear me?
Moderator	Yes.
Celestne Elizabeth Mascarenhas	Enabling the video, I will not do because sometme when I go for video, audio goes anyway. Respected Chairman, Executve Chairman, Ashok Soota, ex Vice Executve Vice Chairman and CEO, Members of the board, my fellow shareholders, I am Mrs. C.E. Mascarenhas. I'm atending from Mumbai. First of all, I thank the Company Secretary Mr. Praveen Kumar and his team for sending me an E-annual report and also registering me as a speaker and also, I thank the KFintech for giving me this platorm to speak. The annual report is quite exhaustve but self-explanatory, adhering to all the norms of Corporate Governance. Our working is very good and therefore a very good dividend of Rs. 5.40 against last year's Rs. 3.75. Our market capitalizaton is also very good. Keep it up. Now I congratulate for all the awards and accolades received during this year, especially lifetme award of Mr. Ashok. You should celebrate Sir.
Chairman	This is the place of celebraton.
Celestne Elizabeth Mascarenhas	Yes, you should celebrate because last year I was waitng anxiously for the cake. This year stll higher award, so we'll look out when that piece of cake will come. Now anyway, very good CSR work, I appreciate very much and also ESG, excellent ESG work. I like the ESG region which you have put in the incorporated in the Annual Report. Happiest people, Happiest planet, Happiest customers, Happiest business and I would add it, Happiest shareholders and stakeholders. Now my query on this ESG, which is so much nicely put have you gone for evaluatng the ESG? And if you have evaluated it, what is our score? How much is our score and if our score is Platnum Plus? Have you listed or are you planning to list on some ESG platorm? Because if it is then we'll get very big investors in just as how your Mind Tree was taken by L&T, so I won’t be surprised. This also L&T, Mr. Nayak.
Chairman	Madam. We don't want those shareholders and we're going to make sure we don't get them also.

Celestne Elizabeth Mascarenhas	Now I go to the queries. We are ofering service oferings, infrastructure consultng, hybrid, mult cloud, digital workplace, enterprises, network, ITSM and ITOM tools and platorms, managed infrastructure services. My queston is in which of this is our very core competence, where we have got cutng edges, where we are using AI, ML, block chains, etc.? Do we enjoy good margins in our foreign business, or we get more in the domestc business?
Chairman	I think Madam you asked a lot of questons. We should begin to answer them and I don't know who should take the ESG questons, Joseph or Venkat?
Venkatraman Narayanan	Thank you, Sir. So, Ashok, Madam, we are looking at getng ourselves rated by a very strong ESG assessment frm, EcoVadis. So, there is quite a bit of work happening on that front. We are also seeing how to get to that carbon neutrality by 2030, maybe even advancing it by a couple of years. On the environment part, on the social part, we are making sure that we are in compliance with the law.
Celestne Elizabeth Mascarenhas	What is the ratng? What is that accumulated to?
Chairman	I think something needs to be done.
Joseph **Anantharaju **	So, I think the queston Venkat was what is the score?
Venkatraman Narayanan	We are in the process.
Joseph Anantharaju	Yeah, in the process, Madam, that of getng assist and evaluated and you know as Venkat was saying on the social front, we contnue to support Akshay Patra and a couple of other initatves and on the governance front as you have seen, we've been awarded with multple recogniton during the year for our governance and practces.
Chairman	Good. What about the next queston on where do we take the one that's cutng?
Joseph Anantharaju	Yeah, and Ram, you want to take on that.
Chairman	Any of you can handle this even if Rajiv is on the phone, each of you can say because there's cutng edge in everything we do.
Joseph Anantharaju	Ram. You take on the ITOM and infrastructure, that was the queston I will take on AI & ML, what we're doing now.

Ram Mohan	Yeah, so Ma’am So, we are extremely strong in the cloud infrastructure. We help our customers in terms of migratng into the cloud infrastructure and also optmizing the cloud infrastructure using technology like Artfcial Intelligence as well as Chat Box to make sure that our customers move on to the cloud and operate it optmally with all the tools and technologies which are of the cutng edge, that is on the cloud infrastructure but apart from that, we also produce security services encompassing the entre infrastructure and applicatons so that our customers are also quickly secured and they have a resilient and reliable infrastructure to operate. So that is what we provide in the infrastructure services. We operate on the agile infrastructure and make sure that the customers are completely protected as well.
Chairman	Is Rajiv on the line?
Rajiv	Yes, yes, Ashok, I am on the line.
Chairman	Why don't you take this next and then Joseph can come in last.
Rajiv	Yeah, So I think that from AI & ML perspectve as well as the queston that you asked about IOT, we contnue to provide a lot more services on the customers especially, the newer trends on Chat GPT to optmize their own environment using of new technologies. At the same tme, if you look at the IOT or connected devices perspectve, we work with various sets of large customers across the globe in helping them streamline their entre whether it's supply chain or stock store optmizaton etc. So, I think that we contnue to invest signifcantly in the AI & ML, IOT environment and have great successes in the customer environment in driving the outcomes. There was a queston on the margin itself so from India as well as US perspectve, we don't sacrifce the margins and we contnue to get the same amount margins in both the markets as well. Over to you, Joseph.
Joseph Anantharaju	Yeah, I think you have covered Rajiv, just to add one last point, Madam, is that you know on newer technologies and developments in the market, we have a focused approach to track some of these trends and build capabilites on the domain side we had created vertcals with vertcal heads that look at what's happening in specifc industry segments and make sure that, you know, we keep abreast of developments and from a technology perspectve, we have our CTO and the Technology Council which on an annual basis and on a quarterly basis keep looking into the market to understand what are the new trends and to build capabilites, you know, to just to add to what Rajiv mentoned, so that we stay abreast of and ahead of what's happeningin the market.

Moderator	Sir, the next speaker is Mr. Yusuf Yunus Rangwala, Mr. Yusuf Yunus Rangwala
Yusuf Yunus Rangwala	सर आपको मरा आवाज आ रहा ह? Sir, Good Afernoon, Sir. Good Afernoon, Sir,म बई स य सफ यनिस रगवाला बात कर रहा ह सर का आपको मरी आवाज आ रही ह? Can you hear my voice.
Moderator	आ रहा ह।
Yusuf Yunus Rangwala	Yes Sir. I am very happy with our Company department especially Sir, Company Chairman Sir,आपको दख कर कwe are very happy, very proud Sir.आजmarketम अपिाrate 995 Sir, can you hear my voice perfectly Sir. Today market rate is 995 of 2 share, As to given, the dividend 5 rupees 40 paise that is a very excellent on face value of 2 Sir. This is very happy. Sir, at today our market cap which is 14,691 as you mentoned in the Annual report, the book value of 56.11 this is as you mentoned. So, this shows how our book value is up and I also thank our karvy people for giving me a link and also remember this, Sir, they are giving us very excellent services. As you have won the Golden Peacock award and many other awards and I am very happy and very proud to be a shareholder of this excellent Company, Sir. Ashok Sir. I would like to know what the total number of staf at present factory is. Sir if you can arrange a small factory visit for our shareholder sir, as you can send me an e-mail Sir. This is my humble request Sir. How is our sofware division going on? Sir, example Infosys and Wipro, these are the main two companies which are companies in the same Bangalore region which is the main companies having the same business? I would like to know Sir? which is your main business ?and nothing more to add my good wishes are there with you Sir and I pray for Ashok Sir,आपकी तबीयत क नलए मpray करिा चाहता ह और म एक छोटा सा शर पश करिा चाहता ह, फलो की ख शब महकती रह हर आि वाल सबResolutonमSir,म आपको धनवाद दता ह सर और मsouthस ह तो म आपको वडकम करगा सर,वडकम सर वडकम, sir I born in the south and this is my natve place sir, I am very happy and proud to be a shareholder of an excellent Company sir,हो सक तो अकबर म छोटा सा एकget togetherकररए सर अशोक सर आपस नमलि नदल बहत करता ह तो एक छोटा सा शर और पश करता ह नदलो म तमना ह और होठो पर हसी ह जो आपको दखकर क चयरमि साहब मरी हसी रक िही रही ह कोनक आपि इतिा अचाBalance Sheet maintainनकया ह सर उसक बार म कोई शब िही हbalance sheetऔरe-mailपर मि दखाaround 375 pages. Very excellent and very knowledgeable and very well printed by Company Secretary sirउिको नजतिा धनवाद द उतिा कम ह सर,अपिाExcellent department Sir Share departmentउसक बार म जरा तारीफ कर एक छोटा सा शर और पश करिा चाहगा सर सरज चमकता रह रोशिी सरज चमकता रह रोशिी ऐसा अपि पासshare departmentह सर अभी सरज की रोशिी कम िही होती ह वस ही अपिshare Departmentकी रोशिी

	कम िही होती ह सर और आपक तबीयत क नलए सर म अलाह क पास द आ करता ह नक आपकी तबीयतhealth wealthअचा रह य अपिा12thAnnual General Meetngह सर यहvideo conferenceचाल रखिा हमार नलए इतिा हमाराhumble requestह कोनक हमार म बई कshareholderहम सjoinिही रहत ह िही तो नदलो की दरी हो जाएगी कभी नमल िा नमल और कल हो िा होSo thank you very much sir. Thank you very much sir.
Chairman	There are two questons here. I think one Joseph you could take up on total people strength and then there was another queston on has a broad I would imagine fnancial type of implicatons Venkatyou could handle that.
Joseph Anantharaju	Yeah. So, you know we are very happy to share that, you know during the year we have reached 5,000 people. So right now, it's a smilestone for us, you know the way we look at our milestone as smile stone values, so we hit the smilestone of 5000 people Happiest Minds during the quarter and proud of that. Venkat, over to you
Venkatraman Narayanan	Ashok. I didn't get the fnancial queston.
Chairman	It wasn't quite fnancial, and it was more about saying well one, some gifs to be given and also maybe some other type of
Venkatraman Narayanan	There was one factory visit. One on factory visit, yeah.
Chairman	So, all of those things.
Venkatraman Narayanan	Yeah, yeah, you Yusuf ji, as you know we are present across the country. We have got 2,000 people in Bangalore. We have got about 600 people in Pune, 400 plus in Noida. So, we are quite well spread out and since being a services Company, we don't have a factory as such but yes, we have our corporate ofce and registered ofce in Bangalore which is why we don't have that concept of factory visit Mr. Yusuf ji. Otherwise, thanks for all the nice words and nice comments you made on the balance sheet, on the secretary department and on the fnancials. Thanks a lot, and we also hope to keep video conferencing so long as you know the Department of Company afairs permits us to do that. So even afer, if you are able to do physical meetngs, we'll stll try to do it with a video conference facility so that people can join us from distances and from other parts of the Country.
Moderator	Sir, the next speaker is Mr. Rajesh Kevalram Chanani. Mr. Rajesh Kevalram Chanani.
Rajesh Kevalram Chanani	Hello. Hello. Am I audible, Sir?

Chairman	Yes, you are audible.
Moderator	Yes, you are audible. Please go ahead.
Rajesh Kevalram Chanani	Respected Executve Chairman, Mr. Ashok Soota ji, Mr. Venkatraman MD ji and very highly eminent distnguished Board of Directors. My fellow shareholders, I'm Rajesh Chenani speaking from Valepala, Mumbai. So frst of all, congratulatons are coming out with the very good results, Sir and I'm very happy with the performance of the Company, Sir. And really a dividend is very good. Thank you very much for the dividend. The dividend policy payout is 33.64% as you say from proft afer tax. So, Sir next year increase the dividend. Sir, I'm not asking you for the bonus and all the face value is 2, so I'm not asking you for the split to 1 rupee also but litle bit dividend you can increase that would be much beter and so I thank the Company Secretary for some Mr. Praveen Kumar ji or sending the e-mail notce well on tme. The report is very good, Sir. Excellent. Every second fgures are at place and today some Mind Tree AGM is also going on, Sir. Mr. Nayak is connectng the Mind Tree. So, we are going to touch the sky again, Sir. So, people will come afer us again. They will come afer you again for the taking the stake and all sir so I know you're going to take the Company to the great heights. The IPO price was 166 in 2020 September if I'm not mistaken. So, Sir, I'm very happy. Happiest means that everybody is happy, connected with you, even the shareholders, stakeholders all are happy Sir, I wish you all a very good health and there's a small thing I want to say for you and the entre board and the shareholders day by dayआपकी ख नशया हो जाए डबल, आपकी नजदगी स दर रहगा trouble,और भगवाि रख आप सभी को एकदमft ,आपकी कपिी म और आपकी नजदगी म आि वाल हर नदि होsuperhit.
Chairman	Thank you so much Rajesh for those kind sentments, you made a couple of points about increasing dividend and as you know our Board of Directors considers this every year in a very, I say, balanced way. We keep in mind the growth of the Company and therefore how much money needs to be also retained and also increasing rewards to shareholders. I think we have done a good job is you yourself have noted and a couple of other earlier speakers have noted that the dividend increase has been very atractve. So, we will certainly keep all of this in mind. I'm not sure there's anything else we need to comment in on your responses, Venkat. Is there something else that you need to add to what he just said?
Venkatraman Narayanan	Not really Ashok. It was on the dividend. We do have a dividend policy.

Chairman	You know we certainly want to keep on rewarding our shareholders in a very appropriate way. You did also a new to yeah Mind Tree and Mr. Nayak, as I mentoned to another person, we have no intenton of letng anybody invade our space. So, we've got and we will contnue to protect the Company in terms of its ownership. We are happy with what we are delivering with our stakeholders, and we contnue to want to meetyour requirements directly.
Moderator	So the next speaker is Mr. Sambhav Jain. Mr. Sambav Jain.
Sambhav Jain	Hello.
Chairman	Hello you are audible.
Sambhav Jain	िमसारChairmanसाहब, मDelhiम एकstudentह और मर ज डि का यह कारण था नक म सोचता था नकHappiest Minds ,का मतलब का होता ह वह म झ आज जाकर पता चला नक जोChairmanह वह हमशाhappyरहत ह और उिक चहर क ऊपरnatural smileह और आप नजति भीBoard Of Directorsह वही हमार कपिी क सचheroह तो म तो कहता ह नक म तो इतिाinspireहो गया म उिकी यहspeechदख कर क और हमार जोMDह और जोDirectorsहquestonतो कोई भी पछ सकता ह सर और आपको जो awardनमला ह वह तो क छ भी िही ह सर और आपकी ख शी म दख कर कawardआपको नमला ह लनकि हम सोचत ह नक कोनक आपि इस मदी क सामिITम जो मदी ह सब क छ ह उसक बाद भी आपि इतिीperformanceकरक नदखाई ह तो उसकी नकतिी भी तारीफ की जाए वह कम ह तो म दो बात जोprevious holdersि कही थी वह म भी बोलिा चाहगा म तो नसफ22साल का ह और आप स नमलिा और आपकcorporate ofceम आि का यनद हम ब लाया जाए या नफर कोईget togetherतो हम भी इसawardकोappreciate करग और आपस नमल कर क दखग नक काfutureहोगा और एक छोटी सीrequestह और म तो इतिाinspireहो च का ह नक आपकी जोhard copyह हमारीannual reportकी उस पर एकautographआप नलख तो शायद हम आग पढकर आपकाidealमािकर क आग बडगा तो म सोच लगा नक जीवि मtensionकी बजाय कभी भी दखिा हो तो हमार chairmanसर को दख लीनजए और ख श रनहए सब क छ अचा हो जाएगा साहब और आपक नलए यह बात तो म बोलिा चाहगा नक साहस जो होता ह िा वह कभी हार िही सकता ह वह आपि अपिी कपिी मperformanceकरक नदखाई ह और आपका एकteamworkह और happiestह और द निया अपिा िाम क छ भी रख लनकिhappiestको मतलब और उसको करक नदखािा वह आप ह और मरी दो-तीिrequestह नजस आपliberalहो करक सोचग तो हम लोग काफी पभानवत होग और हरshareholderबहत बहाद र ह और आि वाल समय आपका औरshareholderका ह इसी आशा क साथ िमसार जय नहद.
Chairman	Sambhav ji Thank you very much,आपि भी बहत अचsentmentsपकट नकए ह और म यही चीज कहिा चाहगा नक नसफ हम लोग जो यहा परphotoम नदख रह ह हम लोग ही िहीhappiestह सारी कपिी5000 peopleहमाराgoalतो यही ह नक सभी कोHappiest Mindsबिाए और उसक अलावाshareholderको भीhappiestबिाया और आपकी बात

	स लगता ह नक उस जो हम लोग का जोaimह वह हम लोग अभीsuccessfulहो रह ह और उसीaimको हम लोग आग रखत हए अपि मि म आग ल करक जाएगCompanyम.
Moderator	Next speaker is Mr. Kaushik Narendra Shaukar. Mr. Kaushik Narendra Shaukar please unmute yourself and speak Sir.
Kaushik Narendra Shaukar	Yeah Am I Audible sir?
Moderator	Yes.
Kaushik Narendra Shaukar	Good Afernoon, everyone I am deeply honored to have this opportunity to address you all today and I would like to express my heartelt grattude to the esteem Board of Directors for grantng with this platorm. Once again, I must command the leadership displayed by our Chairman Mr. Soota and I am also happy that he cares for our interests as a minority shareholders. As a content shareholder of our esteemed company, I am grateful for the management commendable efort in creatng wealth for the shareholders. However, I wish to raise the concerns regarding Company’s apparent reluctance to support individuals in need partcularly when it comes to certfcaton work like Form 15 CB, I have been positvely following up on this mater for years. Regretably, my please seem to go unheard if I cannot receive support from such a reputable Company like Happiest Minds, then I'm sure, where else I can come for assistance? I want to clarify that my intenton is not to seek handouts free money on sympathy. I highly value my independence and self-alliance and I hope you can understand and respect my desire to maintain this independence. Additonally, I would like to address a second concern regarding utlizaton of savings from the virtual mode of our meetng. If it produces both prudent and fair to allocate a porton of these funds to the beneft of shareholders who actually partcipate in AGM as speakers, acknowledging the valuable contributons and actve involvement in the meetng. A thoughtul gesture of recogniton such as disputng mementos on the occasion of important festvals or event would make us happy. This will also demonstrate Company’s commitment of appreciatng the eforts of shareholders and strengthen the bonds between the Company and its valued stakeholders. In the light of this concern, I humbly request the Board of Directors to consider my proposal and explore the possibility of implementng these gestures of grattude and appreciaton. I frmly believe that this will be successful, and we will do the required to build a positve repo between the Company and the stakeholders and contribute to the overall delvingof our corporate family. Thankyou for the tme andgivingme

	atenton. I also request the assistance of the esteemed auditor in resolving inital mater regarding supportng me as a professional brother. Thank you so much.
Chairman	Thank you. You know, I think these couple of your questons have already been raised by others. There's only one thing that you said that, hey, how can we help as an individual in need and you know you got to realize that the best way we can help is by giving you good returns on your investment and as a Company we have no other way of doing it and we fulfll all our CSR opportunites and we try and meet the requirements of literally millions of people through the Akshay Patra scheme and the many other things we do. So, I think with this, we appreciate that and we can move on to the next queston.
Moderator	Sir the next speaker is Mr. Sachin Nemana Badnikay. Mr. Sachin Nemana Badnikay. Please unmute yourself, Sir.
Sachin Nemana Badnikay	Hi, Sir. Am I audible, Sir?
Moderator	Yes, Sir.
Sachin Nemana Badnikay	Yes, I’m Sachin Badlikai and I'm joining and this meetng from Baghavi. Thanks for giving this opportunity to speak in this AGM. I have a couple of questons regarding the QIP you raised yesterday like around 500 crore QIP, why you raise that and what is the purpose of that because we have sitng with 790 crores of cash in account so what is the purpose of rising diluton of our ownership? So, what is the purpose of that QIP? And I notced that you placed some of the shares of yours as owners. So, what is the purpose of that pledging and why you use that if you want to share your views on that? And another queston on. How you make sure our Company will survive for more than like 50 years, 100 years, like 2-3 generaton as you spoke in some news and another one queston is on what the diference between the Company and a business insttuton is. I hear somewhere you are talked about the we are creatng the insttuton rather than a Company. So, we are creatng insttuton. What is the diference between the Company and Insttuton? And also, in last year Annual Report you mentoned that Happiest Minds Foundaton you will start. Have you started and what is the update on that? And one more last queston, what is the compettve advantage why I need to invest in your Company rather than investng in Infosys, Wipro or some other company. Why I need to invest in your Company? What is the compettve advantage you are giving? Thank you.

Chairman

Good, I think quite a variety of diferent questons and that’s good to hear some of these other issues which we can address to you. Let me take on the more personal ones myself, which is regarding my pledging of some shares. What do we need to do to ensure that Happiest Minds will exist forever? And perhaps this whole issue of what is the diference between a company and an insttuton? And then I will turn on most of the others are fnancial questons. The QIP, compettve advantage of investng in us versus some other entty and so on, I'll pass over to Venkat. So, you know, I have placed a very small proporton of my shares I think and the reason I'm doing it is that I think there must be a bigger goal in life beyond just creatng very successful companies. Now, I might say that I have done maybe 3 for sure in the IT industry and one earlier before that and now I want to create a legacy. That legacy is in the form of a medical research trust which focuses on aging and neurological areas and this sort of thing has really never been done in this country before that you have a complete, not-for-proft Research Insttute in the private sector and I believe that we can make a huge diference to India and to the world through the research we'll do, it’s going to require a lot of money in order to be able to raise that money. I've done a certain amount of pledging on my shares. I should also menton because it may come up in subsequent meetngs also, I will progressively also sell maybe 1% blocks at some tme over the next three or four years. I think once I've done that, I'll have raised a very good corpus which should be able to ensure the Skan also survives forever. Now these two are linked. How do I ensure that I'm not developing Skan at the cost of, let us say, the future of Happiest Minds. My goal is that I will not allow the total shareholding that we control to fall below 45%. That's a very, you know, safe margin because afer there will be a lot of other people one way or the other, there will be other shareholders in the Company. I'm talking of quantum of shares which I directly control or even indirectly control but I know that they are very much there. Now, I won't allow that to happen. You talked about diluton. The diluton is insignifcant. The diluton for the Company is a litle over 3%. My personal diluton is about 1.89% and none of this will threaten the Company and yet at the same tme, my part of it, is going towards generatng a very wonderful insttuton for the whole country and now I'll come back to an insttuton versus a company, you know, theoretcally you could say that Skan is defnitely an insttuton. It’s not a company at all. There is no proft, but I think there is certain commonalites. Now when we talk about insttuton, it stands for much more than the fnancial results you will deliver. It stands for the sort of values that we have described about that Corporate Governance, creatng a great place to work and when these become the pillars of your foundaton, then you could say we have truly created a great insttuton. I hope I've answered all your questons and pass this to Venkat for the balance.

Venkatraman Narayanan

Thanks Ashok. So, there are two questons that I noted down. One is the QIP of 500 crores and the second is the diferentaton of an investment into Happiest Minds versus another. So, on the QIP, if I just go back in September 2020 when we did our IPO, we just raised 110 crores for the Company and we had said that that would be essentally to meet working capital requirements and the existng cash balances that we had in our books was for strategic purposes. Strategic purposes are essentally for acquisitons. Since then, we have come a long way in the last three years. We ended this current year with about 790 to 800 crores as you rightly pointed out, again we are like we have said in multple interactons in the public, we are looking to grow organically. The organic growth engine of the Company is very strong, but we are also looking to add inorganic, inorganically we seek to grow through acquisitons, mergers and partnerships. So, for that part, you need money and what we are doing is keeping aside the money that is there today for strategic purposes, we again went back to the market through this QIP raise 500 crores and that will be largely for working capital and for general corporate purposes. So that’s what we are doing. We are generatng cash; we are creatng that I don’t want to say war chest or anything, but we are creatng that reserves to make sure that we are able to acquire companies as we go towards that growth goal that we have set for ourselves. We have acquired two companies since our IPO. One was in January of 2021, the most recent one was done in January of 2023, coincidentally both have happened in January, and we are consistently looking to acquire companies which nicely aligned with our business and help us you know traverse the path to becoming a billion dollar organizaton that we have set for ourselves to achieve as revenues by 2030. That's what the money that we have raised stands for and like Ashok mentoned, we have done diluton of only 3.89% at the Company level and that the raise has been done at about price of 924 rupees, So which has been done at a reasonably good valuaton making sure that we have raised reserves for that you know the inorganic growth that we've taken on for ourselves. As for the last queston of why should I invest in your Company, we do not respond or you know react to personal on questons on investments and valuatons from that because you know we are on the path of building a Company and we are being rewarded by the shareholders in terms of good valuatons if you compare to other companies because our performance has been much beter. For example, if you take a metric of growth, if you take a metric of growth plus EBITIDA on both these counts, we are beter than the companies that you talked about earlier in comparisons. We respect those names immensely, no disrespect, but from a performance standpoint we are today doing much beter than them. On a comparable basis they are, they are mult-billion very, very large organizatons. But when you look at the metric of growth a 31% growth at 26% EBITIDA is not something which is appear on the top of the league of the table. So, to that extent, evaluatons that we have been bestowed upon has been also comparably beter. Our aspiraton is to contnue on thisgrowthpath to build a Companythat will

	sustain for not three, just three generatons but in perpetuity. If you look at our vision, our frst one is to build a Company in an organizaton which will last in perpetuity. So, I am sure people reward us for, for our governance, for the vision that we have put out there and also the performance that we have put out in the last two to three years or even before that, even before listng for and all of that and that’s why we believe.
Chairman	There was another queston on the foundaton and whether we've done it or not, created the happiest foundaton.
Venkatraman Narayanan	The foundaton queston was related more to the Skan, Ashok because there was an e-mail that went out to the shareholders which said that you're creatng Happiest Health and that was what it was.
Chairman	OK.
Moderator:	Sir the next speaker is Mr. Ramesh Shankar Gulla. Mr. Ramesh Shankar Gulla. He has not joined, and this concludes the registered speakers list, Sir.
Chairman	So, is it back to me? We have no more speakers.
Moderator	Yes
Chairman	OK
Moderator	No Sir.
Chairman	I thank all the members for their queries and views. As mentoned earlier, the members who have not already cast their vote by means or remote E-votng may do so now through an Insta poll which will be available for the next 15 minutes. V Sreedharan and Associates, Company Secretaries has been appointed as the Scrutnizer to report on the combined votng results of Remote E-Votng and the Insta Poll. The results will be declared and submited to the Stock Exchange within 48 hours from the conclusion of this meetng and disseminated on the Company's website along with the Scrutnizers report, I authorized the Company Secretary to do the needful. Resolutons as set forth in the notce shall be deemed to be passed today subject to receipt of requisite number of votes. With this the 12thAGM comes to an end. I'm grateful to all the members who have taken tme to join this meetng. With your permission, I hereby declare the proceedings as closed. Thank you.

Venkatraman Narayanan	Thank you.

Please note: This transcript has been edited for readability and does not purport to be a verbatim record of the proceedings.

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