Happiest Minds Technologies Limited — Capital/Financing Update 2023

Mar 2, 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

March 02, 2023

Listing Compliance & Legal Regulatory Listing & Compliance BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street, Exchange Plaza, Bandra Kurla Complex Mumbai 400 001 Bandra East, Mumbai 400 051 Stock Code: 543227 Stock Code: HAPPSTMNDS

Dear Sir/Madam,

Subject: Outcome of Board Meeting held on March 02, 2023

Ref: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”), read with paragraph 4(f) of the Schedule III to the LODR Regulations and SEBI circular on Continuous Disclosure Requirements for Listed Entities under Regulation 30 of LODR Regulations dated September 09, 2015 (“SEBI Circular”).

With reference to our earlier intimation dated February 27, 2023, we would like to inform you that the Board of Directors of the company at its meeting held on Thursday, March 02, 2023 has inter alia considered and approved the prospective issue and allotment of up to 12500 unsecured, negotiable, redeemable, rated, listed, non-convertible debentures aggregating to INR 125,00,00,000 (Indian Rupees One Hundred and Twenty Five Crores) (“ Debentures ”) on private placement basis in domestic market in three tranches for raising funds to be utilized towards the general corporate purposes of the company.

The relevant details pertaining to the above are enclosed as Annexure A.

The issue of commercial papers in domestic market on private placement basis has been deferred for consideration at an appropriate time.

Meeting commenced at 7:00 P.M. and concluded at 7:30 P.M.

This is for your information and record.

Yours faithfully,

For HAPPIEST MINDS TECHNOLOGIES LIMITED

DARSHANKA Digitally signed by DARSHANKAR R PRAVEEN PRAVEEN KUMAR Date: 2023.03.02 KUMAR 19:31:36 +05'30' Praveen Kumar Darshankar Company Secretary & Compliance Officer Membership No. F6706

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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

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Annexure A

#	PARTICULARS	INFORMATION
1.	Type of securities proposed to be issued (viz. equity shares,convertibles etc.)	Non-Convertible Debentures
2.	Type of issuance (further public offering, rights issue, depository receipts (ADR / GDR), qualified institutionsplacement, preferential allotment etc.)	Private Placement
3.	Total number of securities proposed to be issued or the total amount for which the securities will be issued (approximately)	Up to 12500 Debentures aggregating up to INR 125,00,00,000
4.	in case of preferential issue the listed entity shall disclose the following additional details to the stock exchange(s): (i) names of the investors; (ii) post allotment of securities - outcome of the subscription, issue price / allotted price (in case of convertibles), number of investors; (iii) in case of convertibles-intimation on conversion of securities or on lapse of the tenure of the instrument.	N.A., as it is not a preferential issue.
5.	In case of issuance of debt securities or other non- convertible securities the listed entity shall disclose following additional details to the stock exchange(s): (i) size of the issue; (ii) whether proposed to be listed? If yes, name of the stock exchange(s); (iii) tenure of the instrument - date of allotment and date of maturity; (iv) coupon / interest offered, schedule of payment of coupon / interest and principal; (v) charge / security, if any, created over the assets; (vi) special right / interest / privileges attached to the instrument and changes thereof; (vii) delay in payment of interest / principal amount for a period of more than three months from the due date or default in payment of interest / principal; (viii) details of any letter or comments regarding payment / non-payment of interest, principal on due dates, or any other matter concerning the security and/or the assets along with its comments thereon, if any;	(i) Rs 125,00,00,000 (ii) Yes, to be listed on the wholesale debt market segment of BSE. (iii) Tenure: 3 year – Date of allotment to be decided by the board of directors, 3 years from the date of allotment of each tranche (iv) 3 month T-bill rate as published by Financial Benchmarks India Limited on their website http://www.fbil.org.i n/ under the “T-Bill Rate” menu or on such other part of the respective website as may be reorganized from

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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

#	PARTICULARS	INFORMATION
	(ix) details of redemption of preference shares indicating the manner of redemption (whether out of profits or out of fresh issue) and debentures.	time to time_plus_ 2.35% p.a., payable monthly (v) None (vi) None (vii) Additional interest @2% p.a. over and above the interest payable (viii) None (ix) Not applicable as the board only authorised prospective issuance of Debentures.
6.	Any cancellation or termination of proposal for issuance of securities includingreasons thereof.	N.A.