Investment Banking (A)

Group Assignment

Submitted To: - Prof. Nisarg Joshi

Submitted by: - Group 8

Name Roll no Division

Princy Dhillon 201135 A

Manya Gupta 201325 C

Himanshi Bansal 201424 D

Shashank Agrawal 201447 D

Shruti Patil 201450 D

Batch: MBA – FT (2020-2022)

Institute of Management, Nirma University

Date of Submission: 27 th December, 2021

Table Of Contents

Introduction........................................................................................................................ 1
Company Overview ........................................................................................................ 1
Industry Overview .......................................................................................................... 2
Funding .......................................................................................................................... 2
Series Funding............................................................................................................. 2
Initial Public offering................................................................................................... 2
Reason for IPO......................................................................................................... 3
Part I .................................................................................................................................. 4
Unique Selling Points (USP) ........................................................................................... 4
Counter Arguments or Questions ................................................................................... 10
Part II............................................................................................................................... 11
Information Memorandum............................................................................................. 11
Business Plan ............................................................................................................ 11
Vision .................................................................................................................... 11
Mission .................................................................................................................. 11
Values ................................................................................................................... 11
Brief Business Description ..................................................................................... 12
Analysis of Business Environment.......................................................................... 13
Competition ........................................................................................................... 13
Strategy ................................................................................................................. 14
Finance Model........................................................................................................... 14
Balance Sheet......................................................................................................... 14
Profit and Loss Statement ....................................................................................... 15
Ratios .................................................................................................................... 16
Revenue Sources.................................................................................................... 17
Transaction structure ................................................................................................. 18
Build-up of Investor Selling Shareholder’s shareholding.......................................... 19
Term sheet ................................................................................................................ 20
Exit routes................................................................................................................. 25
Qualified IPO......................................................................................................... 26
References: - .................................................................................................................... 27
 Introduction

Company Overview

Happiest Minds Technologies is an Information technology company who is mainly into

infrastructure, security, digital transformation, product engineering services, R&D automation
etc. It was founded by Ashok Soota in April 2011 and has headquarters in Bangalore, India. It
has operations in various countries like Australia, Canada, Singapore, United Kingdom, United
States.

If we take into account geography wise revenue mix, 78% of the revenue comes from US and
repeat revenue or revenue from existing clients is 90% which could imply they are able to
satisfy their current customers.

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Industry Overview

IT services industry average growth is around 6-8 % and overall digital services has growth by
more than 18-20 % in the last few years. Happiest Minds is relatively a small company
compared to IT major companies like Tata Consultancy Services, Infosys, Wipro etc. All the
companies are now focusing on increasing their revenue from Digital Services and now their
major revenues come from it.

Funding

Series Funding

Series funding are the funding rounds where potential investors invest in the startup. For
startups, this is one of the key sources for funds. The funding rounds are named as Series A,
Series B, Series C funding rounds and so on depending upon growth and m aturity level of the
company.

Happiest minds Technologies had raised a total of around 45 million dollars over only 1 round.
They have done this through Series A funding which was raised on 16 Nov 2011. The 2 Major
investors for this and the only round of Series funding for the company was Canaan Partners
and Intel Capital.

Initial Public offering

Initial Public Offering (IPO) is the process initiated by the private company to offer shares to
public in a new stock issuance. An IPO is a medium which allows a company to raise capital
from public investors. This is process of transition from private company to a public company.

Happiest Minds Technologies had launched its IPO in Sep 2020 with offer of sales of
3,56,63,585 equity shares by investors and promoter Ashok Soota of around Rs.592.01 crores
and fresh issue of 110 crores with total IPO being estimated to Rs.702 crores. The Initial Public
Offering share price bid range between Rs.165 and Rs.166 and had to be bid in multiple of 90

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shares. The face value of the share is of Rs. 2. There was huge optimism in the market about
this IPO and overall issue was subscribed 151 times and listed in both Bombay Stock exchange
and National stock exchange of India on 17 Sep 2020 on price of Rs.351 on 111% premium
over issue price.

The Percentage of the offer size available for allocation is 75% was allotted to Qualified
institutional Buyers, 15% to Non- Institutional Investors and 10% to retail investors.

Reason for IPO

- One of the major reasons which could be inferred is that IPO has become route to exit
or offload equity shares which investors and promoters were holding as around Rs.592
crores out of Rs.710 crores were in the form of Offer for Sale (OFS).
- Other reason for IPO for this company is getting additional funds to execute their
strategic plans which is why they have issued Rs.110 crores of fresh issue which will
certainly give them huge cash inflow for their strategic decisions as to meet long-term
working Capital requirement and aimed at increasing Profitability.

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 Part I

Unique Selling Points (USP)

Some of the Unique Selling Points which is to be presented before HNI and focused Group of
Investors to market Initial Public Offering through Book building Process: -

1. Company Service Offerings: It provides new technology services which includes

cloud, SaaS and other security services. It further helps its clientele transition their
operations into a digital platform. It does so by using new-age technologies such as
robotics, artificial intelligence, machine learning, big data etc.

COMMPANY SERVICES (FY2020)

Digital Infrastructure SaaS Security AI/Analytics IoT

10%
12% 32%
16%
30%

2. Revenue Composition: It follows the offshoring model, constituting 77.5%. Also,

derives majority of the revenue from the US, constituting 77.5%. This implies that US
offer to be the major contribution in the revenue.

3. Going Forward: The company’s global enterprise digital spend is expected to reach
USD 2.1 trillion (by 2025). The growth rate to achieve the same is expected to be 20.2%

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 Y-o-Y. Also, as per the records it has been the only Indian IT firm, who derives 96.9%
revenues by offering Digital IT services (FY2020).

4. Capital Structure: The Debt of the company as on 30.06.2020 stands at Rs.90 crores,
and net-worth of 319 crores. So, the Happiest Mind has comfortable D/E, for a small
and newer company in the IT sector.

5. Object of Offer:

The primary objective of the issue is to raise funds for long-term working capital, and
secondarily for general corporate purposes.

The company requires additional working capital for funding its long-term working capital
requirements in fiscal years 2021 and 2022, which it aims to fund partially by IPO, partially by
Internal accruals and bank borrowings. The funding of the long-term working capital
requirements of the Company will lead to a consequent increase in profitability and
cashflows.

In addition to that, company expects to receive the benefits of listing of the Equity Shares on
the Stock Exchanges and enhancing company’s brand name amongst existing and potential
customers and creation of a public market for company’s Equity Shares in India.

6. Basis for Offer Price:

Happiest Mind Technologies Bid Offer:

Face Value: ₹ 2 Per Equity Share

Lot Size: 90 Shares

Issue Price: ₹ 165-166 Per Equity Share

The floor price is 82.5x of the face value and the cap price is 83.0x of the face value of the
equity shares.

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At the price band is Rs 165-166 per equity, commands a P/E value of 26.6 times FY20 P/E,
which is comparable to its larger mid-cap peers LTI, Mindtree and Coforge and at a discount
to faster growing Eastern European companies.

• The price/earnings ratio based on diluted EPS for fiscal 2020 for the company at
the upper end of the price band is high as 31.0 as compared to the average industry
peer group PE ratio of 26.9.

Besides the company has shown strong growth in its financials in the last couple of years, has
a strong brand in digital IT services, growing high revenue-generating customer accounts, with
a high proportion of repeat revenues and revenues from mature markets, having a good scalable
business model, with multiple drivers of steady growth with experienced leadership focused
on sound corporate governance practices. The financial performance and qualitative strengths
of the company are below.

7. Financial Performance:

• Happiest Mind has earned a revenue of 186 Crores in the Q1FY21. And overall
revenue growth has been tremendous in the last 3 years.

• Happiest Mind EBITDA margins have improved from just 1.55% in FY18 to 25%
in the Q1FY21. Excellent growth.

• Debt on as 30.06.2020 stands at 90 Crores. And Net-worth of 319 Crores. So, the
Happiest Mind has comfortable D/E.

• EPS (annualized FY21) = 13.85

8. Qualitative Strengths:

Happiest Mind, has following business strengths which acts as invisible assets and allows it
successfully compete in the industry:

▪ Strong brand in Digital IT services;

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▪ Growing high revenue generating customer accounts with a high proportion of repeat
revenues and revenues from mature markets;

▪ Scalable business model with multiple drivers of steady growth;

▪ End to End capabilities spanning the digital lifecycle from roadmap to deployment and
maintenance

▪ Strong R&D capability with depth in disruptive technologies creating value through newly
engineered solutions;

▪ Agile Engineering and Delivery; and

▪ Mindful approach towards systems, employee policies, experienced leadership and senior
management team focused on sound corporate governance.

9. Management Expertise: It is headed by Mr. Ashok Soota, who is ex-Vice Chairman

of Wipro and CEO plus the former founder of Mindtree. Also, the top management
possess extensive IT sector experience. This will definitely help the company scale up
and attain strong execution skills.

10. Customer Retention Rate:

As per the reports, around 92.7% of its revenues (FY 2020) was generated through repeat
customers. This implies that the company possess high customer retention rate by able to cross-
sell and up-sell to its customers.

11. Awards & Recognitions:

The company achieved and recognized as the following in FY 2020:

a. Best D&I Awareness Campaign at The Best D&I Practices of Asia Seminar and
Awards 2020

b. Best D&I Talent management Practice at The Best D&I Practices of Asia
Seminar and Awards 2020

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 c. Wins D&I Company of the Year at The Best D&I Practices of Asia Seminar
and Awards 2020

d. Among Top 25 India's Best Workplaces in IT & IT-BPM by Great Places to

Work

e. Among Top 25 India's Best Workplaces for Women by Great Places to Work

f. Ranked 42nd across all industries in India’s Best Companies To Work For 2019
by Great Places to Work

g. Vendor for IAM Managed Security Services –Now Tech: Managed IAM
Services, Q4 in the small vendors category, published by Forrester Research on
December 2, 2019

h. Ranked as leaders in the Zinnov Zones ER&D Services amongst Small and
Medium Service Providers for 2019

i. Ranked in Leaders in Education for 2017 Zinnov Zones Media & Tech

12. Zero Promoter Pledge:

The company possess zero promoter’s pledge. As per the management, post IPO they will
release their pledge of 30% of company’s total shareholding.

13. Key Strategic Alliances and Strategic Partners:

Happiest Mind Technologies have partnership and formed strategic alliances with giants like:
Microsoft, Amazon Web Services (AWS), PTC, Pimcore, etc.

14. International Operations

In addition to presence in India, Happiest Mind Technologies is also present in the United
States, Canada, United Kingdom, Australia, Netherlands and Middle East.

The primary revenues are generated from three main geographic markets: USA, India and UK.

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The presence across the globe, brings new prospects and additional revenue and also makes
the company less susceptible to country risk.

The following table shows the proportion of revenue from different geographic markets for the
periods indicated:

Location Fiscal Fiscal Fiscal Three months

of 2018 2019 2020 ended June 30,
external 2020
customer

USA 73.5% 75.5% 77.5% 77.3%

India 11.7% 11.9% 11.9% 10.9%

UK 11.4% 9.5% 7.2% 9.8%

Others 3.4% 3.1% 3.4% 2.0%

15. BRLMs: The two book running lead managers (“BRLMs”) associated with the offer
are: ICICI Securities Limited and Nomura Financial Advisory and Securities (India)
Private Limited, have handled 11 public issues in the past three years out of which 5
closed below the issue price of listing date.

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Counter Arguments or Questions

Major points that could be posed by the group of equity Research wing of a QIB of repute.

• What is the strategy of your company to gain new customers as your overall revenue
portion from new customers is low? What are your strategies for growth in revenue,
profits and of overall business? Will the company will able to scale up the business?
• What's the company strategy in case of slowdown in USA? (Most of customers are
from USA)
• How will you tackle big competitors exist in your industry in terms of their v olume and
scale? (Many companies have an employee base in lakhs and Mindtree has employees
around 3000).
• Is the company’s accounting policy stable? Explain in detail about products and their
life cycle as well as method and assumptions for their valuation?

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 Part II

Information Memorandum

Business Plan

Vision

• Design Happiest Minds for Perpetuity

• Accelerate Profitable Growth

• Build & Sustain a World Class Team

• Be the Ambassador of Happiness

• Be Recognized for Thought Leadership in our focus areas of Technology & Solutions

• Be known for our ESG standards

Mission

Happiest People. Happiest Customers.

Values

The acronym SMILES describes our ethos, and stands for our core values:

• Sharing: Culture of teamwork and sharing knowledge and wealth.

• Mindful: Attentive, caring, heedful. Mindful of our responsibilities.

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 • Integrity: Respect our commitments internally and externally, not just in letter, but
also in spirit. Creating an organization that stands for fiscal, social and professional
integrity.

• Learning: A culture that rewards self-development and innovation.

• Excellence: High aspirations for global excellence backed by a strong action

orientation.

• Social Responsibility: Good corporate citizen with a special emphasis on

environmental responsibility and driving inclusivity in the workplace.

Brief Business Description

Happiest Minds Technologies Limited is a Mindful IT Company that enables digital

transformation for enterprises and technology providers by delivering seamless customer
experiences, business efficiency and actionable insights. This is done by leveraging a spectrum
of disruptive technologies such as: artificial intelligence, blockchain, cloud, digital process
automation, internet of things, robotics/drones, security, virtual/augmented reality, etc. It
focuses on delivering a seamless digital experience to its customers. The offerings include,
among others, digital business, product engineering, infrastructure management and security
services. Capabilities provide end-to-end solution in the digital space. Company believes that
they have developed a customer-centric focus that aims to fulfil their immediate business
requirements and to provide them strategically viable, futuristic and transformative digital
solutions. Business is divided into the following three Business Units:

• Digital Business Services (DBS): DBS offerings are aimed at (i) driving digital
modernization and transformation for the customers (ii) implementation of solutions,
development and implementation of solution, capabilities for improving data quality of
the customer’s platform, assistance in designing and (iii) consulting and domain led
offerings.

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 • Product Engineering Services (PES): PES BU aims to help the customers capitalise
on the transformative potential of ‘digital’ by building products and platforms that are
smart, secure and connected. The offerings extend across the development lifecycle
from strategy to final roll out while ensuring quality.

• Infrastructure Management & Security Services (IMSS): IMSS offerings provide

an end-to-end monitoring and management capability with secure ring fencing of the
customers' applications and infrastructure. This unit provides continuous support and
managed security services for mid-sized enterprises and technology companies.

Analysis of Business Environment

Organisations are increasingly relying on digital environment to identify opportunities and

assess their business performance at the most granular level. Digital KPIs are replacing
traditional KPIs and efficiencies are measured against digital parameters to supplement the
organizational initiatives. As businesses increasingly continue to leverage digital KPIs, the
industrial impact of digital KPIs is expected to remain high in the short term (FY 21 -23) as
well as in the long term (FY 23-25).

Competition

Company is experiencing global IT services provider that are focused on complex software
product development services and software engineering. Competitive factors in the industry
include changing technologies, customer preferences and needs an d the ability to rapidly
deliver solutions supporting such evolving needs.

Global Competitors: Globant, EPAM and Endava

Indian Competitors: Infosys, Wipro, TCS and Tech Mahindra

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 Strategy

The profitability and the cost of providing the services of the company are affected by the
utilisation rates of the employees in their delivery locations. If company is unable to maintain
appropriate utilisation rates for its employees involved in delivery of the services, the profit
margin and the profitability may suffer. Company’s strategy over the years is to minimally let
the utilisation rates get affected by the number of factors, including:

• Ability to promptly transition the employees from completed projects to new

assignments

• Ability to forecast demand for the services and thereby maintain an appropriate number
of employees in each of the delivery locations

• Ability to deploy employees with appropriate skills and seniority to projects

• Ability to manage attrition of the employees and to hire and integrate new employees

• Need to devote time and resources to training, professional development and other
activities that cannot be billed to the customers.

Finance Model

Financial statements of the company for last 5 years as follows:

Balance Sheet

Mar 2017 Mar 2018 Mar 2019 Mar 2020 Mar 2021

Share Capital + 48 49 28 45 28

Reserves 156 143 -96 220 518

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Borrowings 54 97 384 114 193

Other Liabilities + 95 112 118 165 168

Total Liabilities 311 360 412 508 907

Fixed Assets + 11 44 61 38 29

CWIP 0 0 0 0 0

Investments 155 161 98 83 489

Other Assets + 145 155 252 387 389

Total Assets 311 360 412 508 907

Profit and Loss Statement

Mar
Mar 2017 Mar 2018 Mar 2019 Mar 2020
2021

Sales + 431 444 590 698 761

Expenses + 430 461 531 599 571

Operating Profit 1 -17 59 99 190

OPM % 0% -4% 10% 14% 25%

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 Mar
Mar 2017 Mar 2018 Mar 2019 Mar 2020
2021

Other Income 15 17 -19 5 23

Interest 2 6 16 8 7

Depreciation 6 7 20 20 21

Profit before tax 7 -13 4 75 186

Tax % 43% 0% 0% 3% 13%

Net Profit 4 -13 4 73 162

Ratios

• Earnings Per share: Earnings per share (EPS) is a company's net profit divided by the
number of common shares it has outstanding. EPS indicates how much money a
company makes for each share of its stock and is a widely used metric for estimating
corporate value. Company had EPs of 1.89 in year 2019 that has increased to 7.04 in
year 2020.

• Return on Net Worth: Return on Net Worth is a ratio calculated from the investor’s
perspective rather than the companies. The investor may assess whether he will receive
the complete net profit or how much return he will receive by looking at this. It
describes how the companies generate a profit using their shareholders’ capital.
Company had a negative return on net worth of 21.9 in year 2019 that has heavily
increased to 27.5 in year 2020.

• EBITDA: EBITDA is a measure of profitability. EBITDA is a good measure of core

profit trends because it eliminates some extraneous factors and provides a more

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 accurate comparison between companies. EBITDA can be used as a shortcut to estimate
the cash flow available to pay the debt of long-term assets. Company had EBIRDA of
662.8 in year 2019 that has increased to 1131.2 in year 2020.

• EBITDA to Total Income: It shows the EBITDA of a company when compared to the
total income of that company in that particular year. Company had EBITDA to total
income of 11% in year 2019 that has increased to 15.18% in year 2020.

Financial statement projections as mentioned in previous part and the ratios mentioned above
show that company is performing better when compared to previous years. Company has
performed better in 2020 as compared to 2019 and projections for future 3 -5 years are even
better. Net worth of the company has increased from negative 672 to 2642 from year 2019 to
year 2020.

Revenue Sources

As of June 30, 2020, company had 148 active customers. Repeat business (revenue from
existing customers) has steadily grown and contributed a significant portion to the revenue
from contracts with customers over the years indicating a high degree of customer stickiness.
In Fiscals 2018, 2019 and 2020 and in the three months ended June 30, 2020, external
customers located in the United States contributed 73.5%, 75.5%, 77.5% and 77.3% of the
revenue from contracts with customers, respectively.

• Revenue from contracts with customers: This source of revenue includes two parts
those are sale of service and sale of licences. 95% of the revenues from this source are
from sale of services.

• Revenue from Infrastructure Management: Our revenue from Infrastructure

Management & Security Services stood at ₹364.1 million in the three months ended
June 30, 2020.

• Revenue from Digital Business Solutions: Our revenue from Digital Business
Solutions stood at ₹459.8 million in the three months ended June 30, 2020.

• Revenue from Product Engineering Services: Our revenue from Product

Engineering Services stood at ₹946.3 million in the three months ended June 30, 2020.

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Transaction structure

Summary of the related party transactions as per Ind AS 24 - Related Party Disclosures read
with the SEBI ICDR Regulations derived from the Restated Consolidated Financial Statements
are as follows:

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Below is the equity shareholding of the company’s Promoter and Promoter Group

Build-up of Investor Selling Shareholder’s shareholding

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Many factors are to be considered before finalising the transaction structure of a company.
Considerations include the parties’ relative bargaining power, operational needs, plans for post-
closing integration, tax efficiency, accounting consequences, regulatory requirements, state
corporation and alternative entity (e.g., LLC) law, foreign law, fiduciary duties, third party
consent requirements, antitrust concerns, time sensitivity, diffusion of the shareholder base,
shareholder approval requirements, financing needs, the nature of the consideration (e.g.,
whether there is an earnout or stock consideration) and more.

Considering the above the factors, Happiest Minds has the structure of Negotiated merger. The
determination of an optimal M&A transaction structure is a complex process driven by a
number of considerations.

A merger is a combination of two different legal entities into one entity, where one of the
entities survives and the other disappears. The surviving entity retains all ownership and other
rights of both constituent entities. It enables the buyer to obtain ownership of 100% of the stock
of the target company, even if less than all of the target company shareholders agree to the sale.
Unless otherwise set forth in the target company’s organizational documents, most states only
require holders of a simple majority of the target company’s equity securities to approve a
merger. The buyer does not cherry pick the assets and liabilities it acquires, as it would in an
asset deal. Unless they are specifically and affirmatively retained by the selling shareholders,
all assets and liabilities are held by the surviving company in the merger.

Term sheet

Issuer: Happiest minds Technologies Limited

Nature of the Offering: Private placement

Type of Security: Qualified institutional buyers

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Offering Size: 35,663,585 shares

Offer Price: Rs. 165.00 per share

Commission: 5.0%

Dividends: 0.00%

Put Option At the end of 12 Months and 24 Months from Deemed date
of Allotment.

Put Option Date 1 st Put Option Date: September 17, 2021 &
2 nd Put Option Date: September 17, 2022

Put Option Notification Upon giving not less than 60 Calendar days’ notice to the
Date investors involved, prior to the Put Option date, be entitled to
redeem parts or all the shares held by them on the Put Option
date at the applicable amount decided and calculated at Put
Option date in case Investor agrees to exercise its Option.

Preferential On the occurrence of a Liquidation Event, the holders of

Liquidation Rights: Series A Preference Shares which have not been converted
into Equity Shares will have liquidation rights senior to any
other Securities of the Company. Such holders of Series A
Preference Shares will be entitled to receive, in preference to
any other holder of Securities of the Company, an amount
equal to 100% of the aggregate price paid per Series A
Preference Share held by such holder of Series A Preference

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 Share (“Liquidation Preference Amount”), plus any accrued
or declared but unpaid dividends thereon

Definition of
Liquidation Event:
After the distribution as aforesaid to the holders of Series A
Preference Shares which have not been converted into Equity
Shares, the holders of Series A Preference Shares, shall be
entitled to participate in the surplus proceeds of the
Liquidation Event, if any, on a pro rata basis, along with the
other holders of Equity Shares in the Company on a Fully
Diluted Basis

Conversion Rights: A Preference Shares shall, at their option be entitled to

require the Company to convert all or a part of the Series A
Preference Shares held by them into Equity Shares, at any
time during the Conversion Period, in accordance with the
Conversion Ratio (as defined below) and subject to the
provisions of the Act (“Conversion Right”).

The Company shall take all actions required under applicable

Law to implement such conversion of the Series A
Preference Shares, including without limitation making all
necessary applications and obtaining all required approvals
to affect the conversion of the Series A Preference Shares

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 into Equity Shares and submitting the following documents
to the holders of Series.

Anti-Dilution: If at any time after First Closing Date, the Company issues to
any Person any new Securities or undertakes any action,
including effecting any changes in the capital structure of the
Company that is lower than the price per Subscription Share
paid by the holders of Series A Preference Shares (as
computed at the time of allotment of any of the Subscription
Shares or any subsequent revisions thereto pursuant to the
provisions hereof), then the holders of Series A Preference
Shares shall be entitled to a full ratchet anti-dilution
protection in accordance with Schedule 1 hereto

Voting Rights: Each Shareholder shall exercise or refrain from exercising

any voting rights or other powers of control so as to ensure
the passing of any and every resolution necessary or desirable
to procure that the affairs of the Company are conducted in
accordance with the provisions of these Articles and to
ensure that no resolution is passed which does not accord
with such provisions. Under the Companies Act, a company
incorporated in India must offer its equity shareholders pre-
emptive rights to subscribe and pay for a proportionate
number of equity shares to maintain their existing ownership
percentages prior to issuance of any new equity shares,

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 unless the pre-emptive rights have been waived by the
adoption of a special resolution by holders of three-fourths of
the equity shares voting rights on such resolution. However,
if the law of the jurisdiction that you are in does not permit
the exercise of such pre-emptive rights without our filing an
offering document or registration statement with the
applicable authority in such jurisdiction, you will be unable
to exercise such pre-emptive rights,

Use of Proceeds: In case of a shortfall in raising requisite capital from the Net
Proceeds, business considerations may require us to explore
a range of options including utilizing our internal accruals
and seeking additional debt from existing and future lenders.
We believe that such alternate arrangements would be
available to fund any such shortfalls. Further, in case of
variations in the actual utilization of funds earmarked for the
purposes set forth above, increased fund requirements for a
particular purpose may be financed by surplus funds, if any,
available in respect of the other purposes for which funds are
being raised in the Offer. To the extent our Company is
unable to utilize any portion of the Net Proceeds towards the
aforementioned Objects, per the estimated scheduled of
deployment specified above, our Company shall deploy the
Net Proceeds in subsequent Fiscals towards the
aforementioned Objects.

Closing Conditions: Our Company and the Selling Shareholders, in consultation

with the BRLMs may decide to close the Bidding Period by
QIBs one day prior to the Bid/Offer Closing Date which shall
also be notified in an advertisement in the same newspapers

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 in which the Bid/Offer Opening Date was published, in
accordance with SEBI ICDR Regulation.

Closing Date: Bid/Offer Closing Date, the Bidder shall be compensated at

a uniform rate of ₹100 per day

Exit routes

Once the bonds of the investee company are listed on the stock exchanges and are cited at a
premium, the venture capitalist offers his holdings for public auction through public matter.
The profits of an Initial Public Offering are ostensible is advanced valuation can be attained so
long as the markets are buoyant, administration will cooperate since they can remain in
operative control and the investor can select to advantage from a longer-term shareholding in
the company. The main difficulty is that valuation is dependent on prevailing market
conditions. An Initial Public Offering involves substantial transaction costs; the transaction
entails, watchful planning and the practice takes long to implement, during which period, a
drastic change in market changes may warrant abandonment of the project.

The Company shall make best efforts to undertake an IPO prior to the Long Stop Date (as
defined hereinafter). If the Company’s Securities are not listed on a Stock Exchange within 12
months of the Company receiving final observations from the Securities and Exchange Board
of India (“SEBI”) on the draft red herring prospectus filed in connection with the IPO then, the
Investor shall be entitled, any time after the expiry of the Long Stop Date, to the exit options
mentioned under

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Qualified IPO.

If required by the Investor, the Company shall be under an obligation to undertake a QIPO
upon expiry of the Long Stop Date. The Company, the Promoter and the Investor shall
determine the following matters in connection with the QIPO and / or Offer for Sale: i. whether
the public offering shall be by a fresh issue of Shares/Securities by the Company and/or an
Offer for Sale by the Investor and the Promoter. The QIPO may be either through a fresh issue
of Securities of the Company and/or an Offer for Sale of the Shares/Securities held by the
Shareholders of the Company. In the event of an Offer for Sale, the Investor shall, subject to
applicable Laws, have the right to require the Company to ensure that the Investor is permitted
to participate in the Offer for Sale up to their entire shareholding in the Company. However,
under no circumstance shall the Investor be obligated to offer for sale any percentage of their
shareholding in the Company and the Company shall not compel the Investor to offer for sale
any percentage of their shareholding to make up the minimum shareholding required to obtain
listing of the Company. Further, subject to the conditions mentioned above, and lock in
requirements of Promoter as specified under applicable Law, the Promoter also ha ve the right
to participate in an Offer for Sale up to 5% (Five percent) of the Share/Securities held by the
Promoter, on a Fully Diluted Basis. However, on the occurrence of an Offer for
Sale/IPO/QIPO, the Investor at their discretion would have preference in selling the Investor
Shares, over the Promoter selling the Promoter Shares.

The Company and the Promoter jointly and severally do the following: i. The Promoter to
exercise his voting rights (at the Board and Shareholder levels) and to cause the Boa rd to take
all steps necessary for the Company to undertake such QIPO to enable the Investor to sell their
Investor Shares (or any part thereof) through such QIPO, including but not limited to, preparing
and signing the relevant offer documents, conducting road shows, entering into such
documents, providing all necessary information and documents necessary for preparing the
offer document, obtaining such regulatory or other approvals and doing such further reasonable
acts or deeds as may be necessary or are customary in transactions of such nature. If necessary,
obtain permission from banks/financial institutions for the Company to make a QIPO, pursuant
to the terms of the documents relating to the availing of financial assistance between the
Company and the said banks/financial institutions

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 References: -

• https://www1.nseindia.com/content/equities/IPO_RHP_HAPPSTMNDS.pdf
• Happiest Minds Technologies - Funding, Financials, Valuation & Investors
(crunchbase.com)
• Press Releases - Happiest Minds
• Digital Transformation - Bigdata, Cloud, Security & Mobility Solutions
(happiestminds.com)
• Happiest Minds IPO Date, Price, GMP, Review, Details (chittorgarh.com)
• Happiest Minds Technologies - Everybody Bios & Wiki
• Happiest Minds IPO: Everything you need to know! (finology.in)
• Happiest Minds Technologies IPO Review| Should I subscribe? - Yadnya Investment
Academy (investyadnya.in)
• Series A, B, C Funding: How Seed Funding Works (investopedia.com)
• https://www.valueresearchonline.com/stories/48516/happiest-minds-ipo-information-
analysis/
• https://www.happiestminds.com/about-us/awards-and-accolades/
• Happiest Mind Technology IPO | Investor Zone https://investorzone.in/ipo/happiest-
mind-technologies-ipo/

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