Updates

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 September 07, 2026 Listing Compliance & Legal Regulatory Listing & Compliance BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra Kurla Complex Dalal Street, Mumbai 400 001 Bandra East, Mumbai 400 051 Stock Code: 543227 & 975101 Stock Code: HAPPSTMNDS Dear Sir/Madam, Sub: Transcript of Investor/Analyst Call held on September 01, 2026 Pursuant to Regulation 30 read with Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the transcript of the Investor/Analyst Call held on September 01, 2026. The transcript is also uploaded on the Company’s website (https://www.happiestminds.com/investors). 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 “Happiest Minds Technologies Limited Special Purpose Conference Call” September 01, 2026 Management: Mr. Joseph Anantharaju – Co-Chairman and Chief Executive Officer Mr. Venkatraman Narayanan – Managing Director Mr. Praveen Darshankar – Company Secretary and Compliance Officer Mr. Anand Balakrishnan – Chief Financial Officer Ms. Priyanka Sharma – Head Investor Relations Moderator: Ladies and gentlemen, good day, and welcome to Happiest Minds Technologies Limited Conference Call. As a reminder, all participant lines will be in the listen-only mode, and there will be an opportunity for you to ask questions after the presentation concludes. Should you need assistance during the conference call, please signal an operator by pressing star, then zero on your touch-tone phone. Please note that this conference is being recorded. I now hand the conference over to Ms. Priyanka Sharma, Head, Investor Relations. Thank you, and over to you, Ms. Sharma. Page 1 of 26 Happiest Minds Technologies Limited September 01, 2026 Priyanka Sharma: Thank you, Moderator. Good morning, everyone, and welcome to today's Special Purpose Conference Call to discuss the proposed combination of Happiest Minds Technologies and ITC Infotech. Before we begin, I would like to acknowledge and thank JM Financial, our sole financial advisor on this transaction, for their support and assistance in facilitating today's call. Joining us today are Mr. Joseph Anantharaju, Co-Chairman and Chief Executive Officer; Mr. Venkatraman Narayanan, Managing Director; Mr. Anand Balakrishnan, Chief Financial Officer; Mr. Praveen Darshankar, Head Legal, Company Secretary and Compliance Officer. We hope you have had an opportunity to review the stock exchange filings, press release and investor presentation issued yesterday in relation to the proposed transaction. Before we begin, let me briefly walk you through today's agenda. Venkat will provide an overview of the proposed transaction, including the structure, valuation framework, governance considerations and the expected path to completion. Joseph will then discuss the strategic rationale for the combination, the complementary strengths of both organizations and the long-term value creation opportunities for all the stakeholders. Following the management commentary, we will open the floor for questions from you all. Before we proceed, let me quickly read the Safe Harbor statement. Certain statements made during this call may be forward-looking in nature and reflect management's current expectations. Actual outcomes may differ materially due to various risks and uncertainties. The proposed transaction remains subject to applicable regulatory, shareholder and statutory approvals as well as other customary closing conditions. Happiest Minds undertakes no obligation to publicly update any forward-looking statements. Page 2 of 26 Happiest Minds Technologies Limited September 01, 2026 With that, I would now like to hand over the call to Mr. Venkatraman Narayanan, our Managing Director, for his remarks. Over to you, Venkat. Venkatraman N: Thank you. Can you all hear me? Moderator: Yes, we can. Please go ahead. Venkatraman N: Thank you. Thank you, Priyanka, and good morning, everyone. Yesterday, we announced the proposed combination of Happiest Minds and ITC Infotech. You will find the statutory disclosures, a press release with a lot more details, a presentation covering the entire transaction and the steps to how it will progress to completion, on our website. These have all been filed with the BSE and NSE as well. This transaction between Happiest Minds and ITC Infotech significantly accelerates our vision of becoming USD1 billion revenue Company, moving our target which was for FY31 to FY28. I should be honest that our goal of our possibility of reaching that goal looked difficult earlier, now but it is very well within sight. I know many of you will have questions around the transaction structure, valuation, ownership, path to completion, etc. So let me give you a quick overview of those before Joseph takes you through the strategic rationale and the opportunity we see ahead. As you're all aware, our promoter, Mr. Soota, had expressed his intention to pare down his stake in the Company to fund his legacy not- for-profit organizations, SKAN, and also to capitalize his healthcare venture Happiest Health. In this regard, he had carried out a couple of bulk deals earlier as well. However, the funding needs of these entities have since then grown substantially. In the current transaction, Mr. Soota will divest 22.1% of his total holding of 44.2% holding in the Company in two tranches for an Page 3 of 26 Happiest Minds Technologies Limited September 01, 2026 aggregate cash consideration of approximately INR1,330 crores. Tranche 1 will follow the CCI approval expected to be received in Q3 of this year and Tranche 2 will follow shareholder approval for the merger of the two companies, which is expected to be in Q1 of FY28. Alongside this, the Board has also approved a scheme of merger for the amalgamation of Happiest Minds into ITC Infotech. Under the scheme, Happiest Minds shareholders will receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds they hold. These shares will then get listed on the BSE and NSE through a process established in this regard. Listing is expected in Q2/Q3 of FY28. On consummation of the merger, ITC Limited will hold 73.4% of the combined entity and the public shareholders, including Mr. Soota, will hold the remaining 26.6%. Mr. Soota, with a 7.55% holding in the combined entity, will be the largest individual shareholder. However, will not be a promoter. The relative valuation and the consequent swap ratios were based on reports from independent valuers, PwC and Grant Thornton, and it was also reviewed for fairness and opined on by ICICI Securities. As you will see from Slide 14 of the investor presentation, this is the investor presentation that we have put on our website and I referred to earlier as well, Happiest Minds was valued at 15.1x FY26 EBITDA, while ITC Infotech was valued at about 13.6x their FY26 EBITDA, reflecting the relative premium that has been attributed to Happiest Minds. The implied market cap from the exercise for us or for Happiest Minds was about INR6,167 crores for Happiest Minds and about INR11,920 crores, INR12,000 crores approximately for ITC Infotech, with the combined entity thus getting valued at about INR18,087 crores. A key benefit for Happiest Minds shareholders is that they will continue to participate in the future growth and value creation of the combined, Page 4 of 26 Happiest Minds Technologies Limited September 01, 2026 business which is hurtling towards a revenue top line of a billion dollars by FY28 and operat [Showing first 8,000 characters — download PDF for full document]