Outcome of Board Meeting dated August 31, 2026

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 August 31, 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 Sub: Disclosure under Regulations 30, 30A and 51 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”). Dear Sir/Madam, Intimation regarding Secondary Transaction 1. Pursuant to the letter dated August 31 2026, Mr Ashok Soota and Ashok Soota Medical Research LLP (“Selling Promoters”) have informed us that the Selling Promoters have executed a share purchase agreement with ITC Infotech India Limited (“Purchaser”) dated August 31, 2026 (“SPA”) for sale of 3,36,61,700 equity shares of Happiest Minds Technologies Limited (“Company”) held by them, each having a face value of INR 2 (Indian Rupees Two only), representing 22.106% of the paid-up equity share capital of the Company, to the Purchaser for an aggregate consideration of INR 13,29,71,77,710 (Indian Rupees One Thousand Three Hundred Twenty-Nine Crore, Seventy- One Lakh, Seventy-Seven Thousand, Seven Hundred And Ten only), to be consummated in the following two tranches: (a) 1,67,50,229 equity shares of the Company held by them representing 11% of the paid-up equity share capital of the Company in the first tranche for a consideration of INR 390 (Indian Rupees Three Hundred and Ninety only) each aggregating to INR 6,53,25,89,310 (Indian Rupees Six Hundred and Fifty-Three Crores Twenty-Five Lakhs Eighty Nine Thousand Three Hundred and Ten only) ; and (b) 1,69,11,471 equity shares of the Company held by them representing 11.106% of the paid-up equity share capital of the Company in the second tranche for a consideration of INR 400 (Indian Rupees Four Hundred only) each, aggregating to INR 6,76,45,88,400 (Indian Rupees Six Hundred and Seventy-Six Crores Forty-Five Lakhs Eighty-Eight Thousand and Four Hundred only), with each tranche being subject to the terms and conditions set out in the SPA (“Secondary Sale”). 2. The details of the Secondary Sale as received from the Selling Promoters in terms of Regulation 30A read with sub-paragraph 5A of Paragraph A of Part A of Schedule III of the Listing Regulations read with SEBI Master Circular dated January 30, 2026, bearing reference no. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 (“Master Circular”), are set out in Annexure A. 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 Outcome of the Board Meeting In terms of Regulations 30, 51 and other applicable provisions of the Listing Regulations, we wish to inform you that the Board of Directors of Company (“Board”) at its meeting held today, i.e., August 31, 2026, has inter alia considered and approved the following: 1. Scheme of Amalgamation with ITC Infotech India Limited a. Based on the recommendations of the Audit Committee and Independent Directors Committee, the Board has considered and approved (subject to necessary statutory and regulatory approvals) the draft scheme of amalgamation amongst the Company (“Transferor Company”) and ITC Infotech India Limited (“Transferee Company”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”). b. Pursuant to the Scheme and with effect from the Appointed Date (as defined under the Scheme), the Company shall stand amalgamated by way of merger by absorption with and into the Transferee Company. c. Upon the Scheme becoming effective and in consideration of the amalgamation, the Transferee Company shall issue and allot 25 fully paid-up equity shares of INR 10(Indian Rupees Ten only) each of the Transferee Company for every 81 fully paid-up equity shares of INR 2(Indian Rupees Two only) each held by the shareholders of the Transferor Company, as on the Record Date, as stipulated in the Scheme. The new equity shares to be issued and allotted pursuant to the Scheme shall rank pari passu with the existing shares of the Transferee Company, in all respects. Further, upon the Scheme becoming effective, the shares of the Transferee Company shall be listed and admitted for trading on BSE Limited and the National Stock Exchange of India Limited (collectively referred to as “Stock Exchanges”). Further, the outstanding non-convertible debentures (“NCDs”) of the Company will be redeemed by September 26, 2026. Therefore, no new NCDs will be issued pursuant to the Scheme. d. The Scheme is, inter alia, subject to receipt of requisite statutory, regulatory and customary approvals, including approvals from the Stock Exchanges, the Competition Commission of India, jurisdictional National Company Law Tribunal and the shareholders and creditors (as applicable) of the companies involved in the Scheme. e. The Scheme as approved by the Board would be available on the website of the Company at https://www.happiestminds.com/investors/ after submission of the same with the Stock Exchanges. f. The details of the Scheme, as required under sub-paragraph 1 of Paragraph A of Part A of Schedule III of the Listing Regulations read with the Master Circular, are set out in Annexure B. 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 2. Execution of the Merger Framework Agreement a. The Board has approved the execution, delivery and performance of the merger framework agreement by and amongst the Transferor Company, the Transferee Company, Mr Ashok Soota and Ashok Soota Medical Research LLP dated August 31, 2026 (“MFA”), which sets out the manner of effecting the Scheme, including customary representations, warranties, rights and obligations of the respective parties. b. The details of the MFA, as required under sub-paragraph 5 of Paragraph A of Part A of Schedule III of the Listing Regulations read with the Master Circular, are set out in Annexure C. 3. Shifting of Registered Office from the State of Karnataka to the State of West Bengal a. The Board has approved the proposed shift of the Registered Office of the Company from the State of Karnataka to the State of West Bengal and consequential amendment to Clause II of the Memorandum of Association of the Company. b. The change in Registered Office is subject to the approval of the shareholders of the Company (by way of a special resolution), the Central Government (power delegated to Regional Director) and other relevant authorities, if any, as may be required in the matter and will be effective in accordance with the requirements and timelines under applicable law. 4. Approval of Notice for Postal Ballot a. The Board has approved the convening of a postal ballot for obtaining the shareholders’ approval to, inter alia, shift the Registered Office of the Company from the State of Karnataka to the State of West Bengal. b. Further, the Board has approved the draft notice for the postal ballot (“PBN”) and other related matters. The PBN shall be submitted to the Stock Exchanges in due course in compliance with the applicable provisions of the Listing Regulations The Board meeting commenced at 4.00 P.M. and concluded at 5.00 P.M. This is for your information and records. Thanking you, Yours faith [Showing first 8,000 characters — download PDF for full document]