RISKS AND OPPORTUNITIES |

Ensuring Effective Risk Management

Effective risk management helps us manage the impact of events and attain business objectives. We ensure this with our robust risk management framework and a holistic approach of continually identifying, monitoring, evaluating, and managing risks. Amidst rising geopolitical turbulence and global supply chain issues, we are increasing our agility to tackle emerging risks and capitalize on new opportunities.

Risk Management Framework

We have a well-defined framework and procedures for Enterprise Risk Management (ERM), prepared under the supervision of the Executive Board. These cover risks of information security, operations, delivery, and key support functions. The procedures include risk identification, analysis, response, tracking, management discussion, and mitigation.

Our respective functions and project teams maintain risk registries, which are centrally reviewed and periodically monitored by compliance and governance teams responsible for specific risk areas. Additionally, our defined risk appetite reflects the broader risk levels we can assume, manage, and incorporate into our strategy.

We ensure effective ERM through a robust governance mechanism involving the Chief Information Security Officer (CISO), Chief Information Officer (CIO), and the Engineering and Business Excellence (EBE) team, who work together with the Executive Board.

Key Risks and Mitigation Actions

FINANCIAL RISKS

Risks
Concentration of Revenues

Foreign currency fluctuation International operations account for a substantial part of our revenues, and unfavorable movements in foreign currency might affect our profitability.

Customer Credit

The inability to obtain payments owed by our customers can impact our working capital cycle and lead to losses.

Availability of Credit and Liquidity Management

Our inability to maintain an optimal liquidity level may prevent us from meeting our Financial Obligations.

Financial Performance does not Meet Expectations

Financial performance for the Quarter/Fiscal Year is not in line with guidance.

Mitigating Actions
  • We manage foreign exchange risk through two key strategies:
    1. Natural Hedge – Offsetting foreign currency inflows and outflows to reduce net exposure
    2. Use of Derivatives – Engaging in plain vanilla forward exchange contracts with maturities up to one year, structured in a laddered format to cover forecasted inflows. These hedging strategies are governed and overseen by the Board’s Risk Management Committee
  • We also report key performance metrics, such as constant currency revenue growth, to provide a currency-neutral view of business performance
  • We maintain short billing and collection cycles with strong collection practices, resulting in low debtor days (88 as of March 31st 2025)
  • We regularly assess the creditworthiness of customers, set appropriate credit limits, and enforce contractual payment terms to ensure timely collections
  • We proactively monitor liquidity positions and maintain diverse banking relationships under multiple banking arrangements
  • We ensure access to adequate funding through undrawn borrowing facilities and other credit lines to meet short-term and long-term liquidity requirements
  • Analytical approaches are used to arrive at the plan
  • Financial performance is monitored monthly against the plan
  • Guidance submitted by each team is used to monitor the performance against the plan and interventions taken

BUSINESS RISKS

Risks
Concentration of Revenues

We are dependent on a few customers and a specific geography for most of our revenues. Our inability to attract new customers, retain existing ones, or any unfavorable macroeconomic scenario in our key target market may impact revenues.

New and Emerging Technology Disruption

Amidst the rapid evolution of the IT industry, the inability to develop new technology capabilities may impact new business opportunities.

Profitability and Sustenance of the Business

An increase in wages and the inability to accurately compute contract pricing through various cost estimations may impact profitability.

Commonization of the services may shrink margins.

Business Expansion

The inability to secure new orders and enhance our workforce's bandwidth will result in stagnation. Additionally, we face the challenge of contractual clauses that may restrict our ability to offer services to different customers.

Changing the Customer’s Operational Scenarios

Emerging global challenges, Business models. GCC, Pricing pressures. Reorganization and related changes.

Economics and Geopolitical Factors

With the current geopolitical situation across the globe – trade war, Political instability, and Military operations may make companies cautious in spending, calling for budget cuts.

Mitigating Actions
  • The majority of our revenues come from the U.S. However, sustained growth in other regions like India, the Middle East, and Europe has led to a decline in the U.S. revenue share
  • We maintain close relationships and sustained engagements with customers to understand their needs
  • We leverage our extensive portfolio of offerings, which we keep updating based on demand and industry movement, to cross-sell and upsell to existing and new customers
  • Our IG alignment has helped us to grow businesses in other industries rather than being concentrated around EdTech, BFSI, Healthcare, and Life Sciences are showing a good uptick in business
  • Our dedicated focus on technologies which has the potential to disrupt the technology and business landscape. These involve Generative AI, Quantum Computing, Machine Learning, Edge Computing, etc.
  • We have a dedicate R&D budget for innovation, research
  • We proactively train and hire people with experience in these technology areas to make Happiest Minds future-ready, which gives us an edge with our customers to deliver value
  • We have dedicated Centers of Excellence (CoEs) and collaborate with leading global firms to further build niche skills
  • We are leveraging Generative AI Tools during SDLC processes to lower our cost and deliver projects as faster pace
  • A significant portion of our business is executed through offshoring from India, leveraging the advantage of lower wage costs
  • Expansion into tier II cities, where labor costs are lower, further enhances our low-cost advantage
  • We utilize the expertise of our team along with a framework, technology tools for cost estimations, and contract pricing
  • To safeguard ourselves from shrinking margins, we are shifting our focus to value-based delivery, adding consulting, strategy, and transformation offerings. We position ourselves as an Advisory Company bringing in domain expertise with product engineering capabilities
  • We continually enhance our workforce by attracting and retaining talent to execute projects. In FY 2024-25, 1,464 people were added
  • We have successfully enabled clients to achieve tangible outcomes with our solutions, leading to sustained repeat and new orders
  • We focus on inorganic growth that helps us expand our business portfolio in new areas and our existing business
  • We have expanded our expertise and global footprint with the acquisitions of PureSoftware and Aureus in early FY 2024-25. PureSoftware adds 1,200+ professionals to Happiest Minds, enhancing its presence in the BFSI and Healthcare and Life Sciences sectors, and extending its geographical reach in the USA, UK, India, Mexico, Singapore, Malaysia, and Africa. Aureus, bringing 120+ specialists and headquartered in Denver with a development center in Hyderabad, strengthens Happiest Minds' capabilities in digital transformation through Data, AI, and Application Modernization, particularly for the Insurance, Re-insurance, and Healthcare sectors
  • We expanded our footprint in the Middle East with the acquisition of GAVS Technologies in February 2025, adding 90+ new Happiest Minds with offices in the UAE, Oman, and the Kingdom of Saudi Arabia. This gave Happiest Minds access to marquee customers to manage their infrastructure, support services, and application development
  • Regular rotation, including the usage of campus trainees along with upskilling and cross-skilling, is planned to reduce any impact of pricing pressures
  • GCC work group is set up to help the customers and to form an action plan for customers and prospects looking for GCC
  • Customers' internal changes are regularly discussed as part of Quarterly Business reviews, and any risks and opportunities arising due to this are addressed
  • Happiest Minds is continuously working on expanding its client base in different geographical locations. With recent acquisitions, Happiest Minds now has presence in Singapore, Malaysia, South Africa, Mexico, UAE, Oman, Eastern Europe, and Canada
  • We focus on expanding our new shore and on-shore presence
  • Looking at new industry verticals helps us to expand our businesses in newer areas, delivering value to the customers
  • Our partnership model also helps us to decongest any specific business and geographical areas

OPERATIONAL RISKS

Risks
Talent Availability

We depend on our talent to deliver solutions to clients. The inability to attract and retain talent may impact business opportunities.

Optimal Resource Utilization

The inability to maintain high resource utilization and productivity will impact profitability.

Contractual Commitments and Project Delivery Challenges

The inability to uphold contractual commitments may lead to the termination of agreements and affect future business opportunities.

Sustainability Risks

Actions causing environmental damage, compromising human rights or labor rights, threatening occupational health and safety.

Investment Risks

Failure to provide expected returns for defined objectives and risk, such as underperforming to the stated objectives and/or benchmarks. Integration of the acquired business.

Mitigating Actions
  • We are based in India, providing access to a large pool of talented engineers. Our robust talent management program enables us to hire the right talent and enhance their skills
  • We offer learning and development programs to ensure continuous upskilling and provide enhanced career opportunities
  • We run several wellness programs, offer benefits, and provide industry-standard compensation to ensure higher retention
  • We consistently achieve high resource utilization by promptly transitioning our people from completed projects, accurately forecasting demand, and deploying the right resources to the right projects
  • Increased demand for IT products and services will further improve utilization as more business opportunities arise
  • We ensure high-quality control and process execution standards, effective resource utilization, sustained client engagements, and high productivity levels to deliver projects
  • Our solid team of engineers and partnerships with leading global vendors enable us to deliver high-quality products and services as per terms and within the stipulated timeframe
  • ESG vision has been documented as part of the organization's vision and tracked regularly
  • Key metrics are tracked and monitored regularly. This is reported as part of the BRSR report
  • Investments are regularly monitored, and performance is reported
  • Integration task force are formed to work and report the progress of integration of acquired entities. Any dependencies are monitored and rectified
  • Performance of the acquired entities is monitored against agreed goals on a Quarterly basis

LEGAL AND REGULATORY RISKS

Risks
Compliance with Local Legislation

Non-compliance with the local laws of the regions in which we operate may lead to litigation or license cancellation.

Restrictions on Immigration or Work Permits

We depend on our Indian personnel to provide on-site support to clients. Any geopolitical tension or unfavorable changes in immigration laws may impact project delivery.

Data Privacy and Information Security Risks

The inability to ensure customer data privacy and protect systems or clouds from cyberattacks may expose us to litigation risks.

IP Risks

The inability to protect our intellectual properties (IPs) may lead to missed opportunities. Furthermore, we also face risks of non-compliance with third-party open-source software terms or IP infringement claims against our solutions, which may result in the discontinuation of services to clients and fines.

Insider Threats

Risks posed by employees, contractors, or anyone with authorized access who may intentionally or unintentionally compromise systems or data.

Third-Party Risks

These involve risks associated with external vendors, service providers, and partners who have access to an organization's systems or data. Vulnerabilities in their systems or poor security practices can impact the organization. A data breach at a cloud service provider that exposes customer data is an example.

Availability of Critical SaaS / Cloud Applications

D365, O365, Active Directory RedMine & MySmiles

Mitigating Actions
  • We have stringent policies and checks, along with an integrated compliance tool, which ensures good governance and compliance with local laws. This is supported by timely reminders and alerts
  • We consult and seek guidance from professional experts in certain cases for the correct interpretation of local laws
  • The current immigration scenario is mostly conducive in the countries where we operate. We continuously monitor local immigration laws, including any regulatory changes or events due to geopolitical reasons, to plan our activities accordingly
  • We monitor the time and effort spent by our people onsite to avoid tax incidents
  • Happiest Minds' security and privacy policies and procedures are based on the ISO 27001 security standard and ISO 27701 privacy standard. These standards comply with data privacy regulations such as the EU’s General Data Protection Regulation (GDPR) for the data protection and privacy of EU residents, the California Consumer Privacy Act (CCPA) for the privacy rights of Californian residents, and the upcoming Digital Personal Data Protection Act, 2023, in India
  • In addition to our organization's compliance with ISO standards, we regularly assess our cybersecurity risks and have adopted multiple cybersecurity standards, including NIST, CIS, and Zero Trust architecture, to ensure prevention, detection, and response to any cybersecurity threats
  • We adhere to stringent regulations for handling customer data, which all Happiest Minds follow along with a written confidentiality agreement. Furthermore, all members and partners are required to attend mandatory security and privacy awareness programs to ensure compliance
  • We utilize licensed third-party commercial software, monitored by our in-house respective teams, to mitigate issues of infringement, warranties, or other liabilities. Open-source tools are used in certain cases with prior verification and approval of terms & conditions by the IT/legal team
  • We ensure the development of novel solutions and protect our technical know-how by registering intellectual property and undertaking confidentiality obligations, IP acknowledgements, and assignments from all stakeholders involved in projects as well as all members
  • We take necessary insurance to mitigate any eventualities related to IP risks.
  • All Happiest Minds are made aware of IP protection and sign IP declarations upon joining
  • Access controls are regularly reviewed and updated
  • Zero Trust architecture is implemented to verify users and devices at every access point
  • Monitoring tools and alerts are in place to detect abnormal activity
  • Assess IT Controls at 3rd Party vendors; Ensure that our critical vendors have a robust cyber security program, ISO 27001 certified/SOC2 certification and have controls that are required to prevent cybersecurity incidents that might affect us
  • Ensure we are adequately covered for financial risks that might occur due to this
  • While the SaaS or cloud service provider ensures availability & IT infrastructure, Data Availability is our responsibility. All the critical applications and data sources are backed up to the cloud with a retention policy for 7 years and have been configured for versioning
  • Active Directory is used for authentication and as compromised. If this system is compromised, we will lose access to all applications. Active Directory is configured in both Azure and local environments to ensure redundancy and reduce risk of total loss in case of compromise
  • Authentication logs are monitored, and access is tightly controlled

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