Happiest Minds Technologies Limited — Capital/Financing Update 2021

Feb 12, 2021

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Happiest Minds Technologies Limited

(formerly known as Happiest Minds Technologies Pvt Ltd) Regd. Office : #53/1-4, Hosur Main Road, Madivala, Bangalore-560068, Karnataka, India CIN of the Co. L72900KA2011PLC057931 P: +91 80 6196 0300, F: +91 80 6196 0700 www.happiestminds.com

February 12, 2021

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

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: Report of the Monitoring Agency

Pursuant to Regulation 41(4) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Monitoring Agency Report dated February 11, 2021 in respect of utilization of proceeds of IPO for the quarter ended December 31, 2020, issued by M/s. ICICI Bank Limited, Monitoring Agency.

This is for your information and records.

Thanking you, Yours faithfully,

For Happiest Minds Technologies Limited

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Praveen Kumar Darshankar Company Secretary & Compliance Officer Membership No. F6706

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Report of the Monitoring Agency

Name of the Issuer: Happiest Minds Technologies Limited For quarter ended: December 31, 2020 Name of the Monitoring Agency: ICICI Bank Limited

(a) Deviation from the objects: No deviation from the object

• (b) Range of Deviation*: Not applicable

Declaration:

We declare that this report is based on the format prescribed by the SEBI (ICDR) Regulations, 2018, We further declare that this report provides a true and fair view of the utilization of the issue proceeds.

We declare that we do not have any direct/indirect interest in or relationship with the issuer/promoters/ directors/management and also confirm that we do not perceive any conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer.

Signature:

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Name of the Authorized Person/Signing Authority: Saurabh Kumar Designation of Authorized person/Signing Authority: Manager Seal of the Monitoring Agency: Date: February 11, 2021

Tel.: (91-22) 2653 1414

Regd. Office: ICICI Bank

ICICI Bank Limited

Tower, ICICI Bank Towers Bandra-Kurla Complex Mumbai 400 051, India

Fax: (91-22) 2653 1122 Website www.icicibank.com CIN.: L65190GJ1994PLC021012

Near Chakli Circle,

Old Padra Rd, Vadodara 390 007, India

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1) Issuer Details:

Name of the issuer: Happiest Minds Technologies Limited Names of the promoter: Mr. Ashok Soota

Industry/sector to which it belongs: Information Technology Service Industry

2) Issue Details:

Issue Period: September 7, 2020 to September 9, 2020 Type of issue (public/rights): Initial Public Offer Type of specified securities: Equity Shares Issue Grading, if any: NA Issue size ( Rs in million): Rs 1,100 (Fresh Issue)

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

3) Details of the arrangement made to ensure the monitoring of issue proceeds:	3) Details of the arrangement made to ensure the monitoring of issue proceeds:	3) Details of the arrangement made to ensure the monitoring of issue proceeds:	3) Details of the arrangement made to ensure the monitoring of issue proceeds:
(Give item byitem description for all the objects stated in offer document separatelyin followingformat)
Particulars	Reply	Comments of the Monitoring Agency	Comments of the Board of Directors
Whether all utilization is as per the disclosures in the Offer Document?	Yes/No	Yes	No comments
Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer Document?	Yes/No	NA	No comments
Whether the means of finance for the disclosed objects of the issue has changed?	Yes/No	No	No comments
Is there any major deviation observed over the earlier monitoringagencyreports?	Yes/No	NA	No comments
Whether all Government/statutory approvals related to the object(s)have been obtained?	Yes/No	NA	No comments
Whether all arrangements pertaining to technical assistance/collaboration are in operation?	Yes/No	NA	No comments
Are there any favorable events improving the viability of these object(s)?	Yes/No	NA	No comments
Are there any unfavorable events affecting the viability of the object(s)?	Yes/No	No	No comments
Is there any other relevant information that may materiallyaffect the decision makingof the investors?	Yes/No	NA	No comments

*Where material deviation may be defined to mean:

a) Deviation in the objects or purposes for which the funds have been raised

b) Deviation in the amount of fund actually utilized by more than 10% of the amount projected in the offer documents.

• 4) Details of object(s)s to be monitored:

(i) Cost of object(s)- INR in million

Sr. No 1 2	Item Head	Original Cost (as per Offer Document)	Revised Cost	Comments of Monitoring Agency	Comments of Board of Directors	Comments of Board of Directors	Comments of Board of Directors
					Reason of cost revision	Proposed financing option	Particulars of firm arrangements made
	Working capital requirements	1,010.00	1024.15*	NA	No comments
	General Corporate Purpose	30.30	30.30	NA

• Company’s share of issue expenses estimated as per prospectus was Rs.59.70 million. As at 30th September 2020, this was revised to Rs. 72.10 million. During the quarter ended 31st December 2020 since the Company was able to

Tower, ICICI Bank Towers Bandra-Kurla Complex Mumbai 400 051, India

Regd. Office: ICICI Bank

Tel.: (91-22) 2653 1414

Fax: (91-22) 2653 1122 Near Chakli Circle, Website www.icicibank.com Old Padra Rd, CIN.: L65190GJ1994PLC021012 Vadodara 390 007, India

ICICI Bank Limited

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finalize the total issue expenses with greater accuracy, Company’s share of that issue expenses now stands at Rs. 45.55 million

(ii) Progress in the object(s)- INR in million	(ii) Progress in the object(s)- INR in million	(ii) Progress in the object(s)- INR in million	(ii) Progress in the object(s)- INR in million	(ii) Progress in the object(s)- INR in million
Sr. No	Item Head	Amount as proposed in Offer Document	Amount utilized			Total unutilized Amount	Comments of Monitoring Agency	Comments of Board of Directors
			As at Beginning of the quarter	During the quarter	At the end of the quarter			Reason of idle funds	Proposed Course of Action
1	Working Capital requirements of the company	1010.00	266.74	753.06	1019.8#	4.35	NA	No Comments
2.	General Corporate Purpose	30.30	8.03	Nil	8.03	22.27	NA

The company had published an estimated offer expenses of Rs 59.70 million in the offer document. Company’s share of the total offer expenses stands at Rs 45.55 million. The difference has been utilized in the working capital requirements.

(iii) Deployment of unutilized Fresh Issue proceeds- INR in million

Sr. No	Type of instrument and name of the entityinvested in	Amount invested	Maturity date	Earnings	Return on Investment (%)	Market Value as at the end of quarter*
1	Monitoring Account – ICICI bank	0.07	NA	NIL	NA	0.07
2	Public Issue account – ICICI bank	26.55	NA	NIL	NA	26.55
	Total	26.62				26.62

• Where the market value is not feasible, provide NAV/NRV/Book Value of the same

(iv) Delayin implementation of the object(s)- Not Applicable	(iv) Delayin implementation of the object(s)- Not Applicable	(iv) Delayin implementation of the object(s)- Not Applicable	(iv) Delayin implementation of the object(s)- Not Applicable	(iv) Delayin implementation of the object(s)- Not Applicable	(iv) Delayin implementation of the object(s)- Not Applicable
Object(s) Name	Completion Date		Delay (No. of days/ months)	Comments of Board of Directors
	As per Offer Document	Actual *		Reason of delay	Proposed Course of Action
	NA	NA	NA	NA	NA

• In case of continuing object(s) please specify latest/revised estimate of completion date.

Tel.: (91-22) 2653 1414

Regd. Office: ICICI Bank

ICICI Bank Limited

Tower, ICICI Bank Towers Bandra-Kurla Complex Mumbai 400 051, India

Fax: (91-22) 2653 1122 Website www.icicibank.com CIN.: L65190GJ1994PLC021012

Near Chakli Circle, Old Padra Rd, Vadodara 390 007, India

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Signature:

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Name of the Authorized Person/Signing Authority: Saurabh Kumar Designation of Authorized person/Signing Authority: Manager Seal of the Monitoring Agency: Date: February 11, 2021

Tel.: (91-22) 2653 1414

Regd. Office: ICICI Bank

ICICI Bank Limited Tower, ICICI Bank Towers Bandra-Kurla Complex Mumbai 400 051, India

Fax: (91-22) 2653 1122 Website www.icicibank.com CIN.: L65190GJ1994PLC021012

Near Chakli Circle,

Old Padra Rd, Vadodara 390 007, India