Happiest Minds Technologies Limited — Interim / Quarterly Report 2022

Oct 29, 2021

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 Website: www.happiestminds.com Email: investors@happiestminds.com

October 29, 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: Publication of Financial Results for the quarter and half year ended September 30, 2021 pursuant to Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulation,2015.

In continuation to our letter dated October 27, 2021 with regard to sharing of Financial Results for the quarter and half year ended September 30, 2021, please find enclosed e-clips of the advertisement published today i.e.,October 29, 2021 in Financial Express (English newspaper) and Vishwavani (Regional Newspaper) pursuant to Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

This is for your information and records.

Thanking you,

Yours faithfully,

For Happiest Minds Technologies Limited

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

$(F \in \mathsf{Inb}_k)$

Born Digital . Born Agile

HAPPIEST MINDS TECHNOLOGIES LIMITED

(formerly known as Happiest Minds Technologies Pvt Ltd)

CIN: L72900KA2011PLC057931

Regd. Office: #53/1-4, Hosur Main Road, Madivala (next to Madivala Police Station) Bangalore-560 068, Karnataka, India Website: www.happiestminds.com, Email: IR@happiestminds.com, Tel: +91 80 6196 0300

EXTRACT OF CONSOLIDATED FINANCIAL RESULTS FOR

THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2021

$\left{ \frac{1}{2} \right}$ in ignition
	Quarter ended	Half year ended	Quarter ended
Particulars	September 30, 2021	September 30, 2021	September 30, 2020
	(Unaudited)	(Unaudited)	(Unaudited)
Total Income from Operations	27,412	52,799	18,791
Net Profit for the period(before Tax, Exceptional and/or Extraordinary items)	5.935	11,663	4.267
Net Profit for the period before tax(after Exceptional and/or Extraordinary items)	5,935	11,054	4,267
Net Profit for the period after tax(after Exceptional and/or Extraordinary items)	4.444	8,017	3,408
Total Comprehensive Income for the period[Comprising Profit / (Loss) for the period (after tax)and Other Comprehensive Income (after tax)]	4,571	7,978	3,909
Paid-up equity share capital (₹ 2/- each)	2,846	2,846	2,824
Other equity	55,652	55,652	43,556
Earnings Per Share (of ₹ 2/- each)
Basic (Not annualised)	3.12	5.64	2.51
Diluted (Not annualised)	3.06	5.54	2.42

Additional information on Standalone financial results is as follows:

Particulars	Quarter ended	Half year ended	Quarter ended
	September 30, 2021		September 30, 2021 September 30, 2020
	(Unaudited)	(Unaudited)	(Unaudited)
(a) Total Income from Operations	26.002	49,970	18,791
(b) Profit Before tax	5.978	10,996	4,267
(c) Profit After tax	4.448	7,949	3,408

Notes:

1. In terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, this Statement of Unaudited Consolidated Financial Results for the quarter and half year ended September 30, 2021 ("Unaudited Consolidated Financial Results") of Happiest Minds Technologies Limited (the "Holding Company" or the "Company") and its subsidiary (the Holding Company and its subsidiary together referred to as "the Group") has been reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on October 27, 2021 and subjected to a limited review by the Statutory Auditors of the Company.

• 1. The Board of Directors of the Company at their meeting held on October 27, 2021 has declared an interim dividend of ₹ 1.75/- per equity share of face value ₹ 2/- for the financial year 2021-22. Record date for the purpose of interim dividend has been fixed on November 10, 2021 and the dividend will be paid on and after November 18, 2021.
• 1. The Company had acquired 100% voting interest in Happiest Minds Inc. (erstwhile PGS Inc.) vide definitive agreements signed on January 27, 2021, for a total recorded consideration of US $ 13.31 million (INR 9,720 lakhs), comprising cash consideration of US$8.25 million (INR 6,025 lakhs) and fair-valued contingent consideration in the form of warrants of US$ 5.06 million (INR 3,696 lakhs) payable over the next 3 years. The contingent consideration was classified as a financial liability within the scope of Ind AS 109 'Financial Instruments' and was measured at fair value. Ind AS 109 mandates that any subsequent changes in such fair value will have to be recognized in the statement of profit and loss. The Company carried out a fair valuation during the quarter ended June 30,2021 and there was increase in the liability basis increasing expectation of payout. The said increase amounting to ₹609 lakhs has been recognised in the statement of profit and loss and disclosed as 'Exceptional Item'.
• 1. The above is an extract of detailed format of quarterly financial results filed with the Stock Exchanges under regulation 33 of the SEBI (Listing Obligations and Discloure Requirements) regulations, 2015. The full format of the quarterly results are available on the websites of the Stock exchanges where shares of the Company are listed i.e., www.bseindia.com and www.nseindia.com and also on the website of the Company i.e., www.happiestminds.com

For Happiest Minds Technologies Limited

Managing Director & Chief Financial Officer

Place: Bengaluru, India Date: October 27, 2021

Certified Copy For Happiest Minds Technologies Limited

francen

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

Adfactors 381

Sd/-

29.10.2021 ಶುಕ್ರವಾರ vishwavani.news

Born Digital . Born Agile

HAPPIEST MINDS TECHNOLOGIES LIMITED

(formerly known as Happiest Minds Technologies Pvt Ltd)

CIN: L72900KA2011PLC057931 Regd. Office: #53/1-4, Hosur Main Road, Madivala (next to Madivala Police Station) Bangalore-560 068, Kamataka, IndiaWebsite: www.happiestminds.com, Email: IR@happiestminds.com, Tel: +91 80 6196 0300

EXTRACT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2021

			(₹ in lakhs)
	Quarter ended	Half year ended	Quarter ended
Particulars	September 30, 2021	September 30, 2021	September 30, 2020
	(Unaudited)	(Unaudited)	(Unaudited)
Total Income from Operations	27,412	52,799	18,791
Net Profit for the period
(before Tax, Exceptional and/or Extraordinary items)	5.935	11,663	4.267
Net Profit for the period before tax(after Exceptional and/or Extraordinary items)	5.935	11.054	4.267
Net Profit for the period after tax(after Exceptional and/or Extraordinary items)	4,444	8,017	3,408
Total Comprehensive Income for the period[Comprising Profit / (Loss) for the period (after tax)
and Other Comprehensive Income (after tax)]	4,571	7,978	3,909
Paid-up equity share capital (₹ 2/- each)	2,846	2,846	2,824
Other equity	55.652	55.652	43.556
Earnings Per Share (of ₹ 2/- each)
Basic (Not annualised)	3.12	5.64	2.51
Diluted (Not annualised)	3.06	5.54	2.42

Additional information on Standalone financial results is as follows:

Particulars	Quarter ended	Half year ended	Quarter ended
		September 30, 2021 September 30, 2021 September 30, 2020
	(Unaudited)	(Unaudited)	(Unaudited)
(a) Total Income from Operations	26,002	49.970	18.791
(b) Profit Before tax	5,978	10.996	4.267
(c) Profit After tax	4.448	7.949	3,408

Notes:

2

• 1. In terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, this Statement of Unaudited Consolidated Financial Results for the quarter and half year ended September 30, 2021 ("Unaudited Consolidated Financial Results") of Happiest Minds Technologies Limited (the "Holding Company" or the "Company") and its subsidiary (the Holding Company and its subsidiary together referred to as "the Group") has been reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on October 27, 2021 and subjected to a limited review by the Statutory Auditors of the Company.
• 1. The Board of Directors of the Company at their meeting held on October 27, 2021 has declared an interim dividend of ₹ 1.75/- per equity share of face value ₹ 2/- for the financial year 2021-22. Record date for the purpose of interim dividend has been fixed on November 10, 2021 and the dividend will be paid on and after November 18, 2021.
• 1. The Company had acquired 100% voting interest in Happiest Minds Inc. (erstwhile PGS Inc.) vide definitive agreements signed on January 27, 2021, for a total recorded consideration of US $ 13.31 million (INR 9,720 lakhs), comprising cash consideration of US$8.25 million (INR 6,025 lakhs) and fair-valued contingent consideration in the form of warrants of US$ 5.06 million (INR 3,696 lakhs) payable over the next 3 years. The contingent consideration was classified as a financial liability within the scope of Ind AS 109 'Financial Instruments' and was measured at fair value. Ind AS 109 mandates that any subsequent changes in such fair value will have to be recognized in the statement of profit and loss. The Company carriedout a fair valuation during the quarter ended June 30,2021 and there was increase in the liability b expectation of payout. The said increase amounting to ₹609 lakhs has been recognised in the statement of profit and loss and disclosed as 'Exceptional Item'.
• 1. The above is an extract of detailed format of quarterly financial results filed with the Stock Exchanges under regulation 33 of the SEBI (Listing Obligations and Discloure Requirements) regulations, 2015. The full format of the quarterly results are available on the websites of the Stock exchanges where shares of the Company are listed i.e., www.bseindia.com and www.nseindia.com and also on the website of the Company i.e., www.happiestminds.com.

For Happiest Minds Technologies Limited

Adfactors 381

Certified Copy For Happiest Minds Technologies Limited

D. Hooveen

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