Investor Presentation

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 Dear Sir/Madam, Sub: Investor Presentation Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a copy of the Investor Presentation that will be circulated to the Investors/ Analysts for the Investor/Analyst Call scheduled on September 1, 2026, at 9:00 A.M. (IST). 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 Investor Presentation Disclaimer This presentation has been prepared by Happiest Minds Technologies Limited (the "Company"), content of which was compiled from sources believed to be reliable for informational purposes only and are based on information regarding the Company and the economic, regulatory, market and other conditions as in effect on the date hereof. Subsequent developments may impact the information contained in this presentation, which neither the Company nor its advisors or representatives are under an obligation to update, revise or affirm. Contents of the presentation do not constitute or form part of an offer or invitation for sale or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities, nor shall it or any part of it form the basis of or be relied on in connection with any contract, commitment or investment decision in relation thereto in India, the United States or any other jurisdiction. Prospective and existing investors should make their own evaluation of the Company as the information provided here does not purport to be all inclusive or to contain all of the information a prospective or existing investor may desire. Interested parties shall conduct their own due diligence and investigation on the information, before relying and acting thereon. Company makes no representation or warranty as to the accuracy or completeness of this information and shall not have any liability for any representations (expressed or implied) regarding information contained in, or for any omissions from, this information or any other written or oral communications transmitted to the recipient in the course of its evaluation of the Company. This presentation may contain certain "forward looking statements", which are based on certain assumptions and expectations of future events. Actual future performance, outcomes and results may differ materially from those expressed in forward‐looking statements as a result of a number of risks, uncertainties and assumptions. Though such forward‐looking statements are based on reasonable assumptions, it can give no assurance that such expectations will be met. Neither the Company nor any of its advisors or representatives assumes any responsibility to update forward-looking statements or to adapt them to future events or developments ©Happiest Minds Confidential. 2 Executive Summary • The Board of Directors of Happiest Minds Technologies Limited (“Happiest Minds”) has approved the merger of Happiest Minds with ITC Transaction Infotech India Limited (“ITC Infotech”) via share swap Structure • As part of the transaction, ITC Infotech will acquire an aggregate ~22.1% minority stake in Happiest Minds from the Promoter and Promoter entities across two tranches for a total consideration of ₹1,330 Cr (average price of ~₹395/share) • Happiest Minds valued at ₹405 per share1 • Happiest Minds’ shareholders will receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds held by them, ➢➢ Valuation • Upon merger, ITC Infotech and Happiest Minds shareholders are expected to own approximately ~73.4% and ~26.6% of the combined business, respectively • India’s 11th largest listed IT services player by revenue (FY26 combined revenue of ₹7,033 Cr), with a total employee strength of 19,000+ and Combined presence in USA, Europe, Middle East, APAC, and India ➢➢ Business • Combined company is well positioned to capture significant opportunities emerging from AI led transformation, and is expected to achieve Overview2 US$1 billion in annual revenue by FY28 • Competition Commission of India (CCI) • Stock exchanges and Securities and Exchange Board of India (SEBI) ➢➢ Key Approvals • NCLT • Other regulatory approvals, as may be required Indicative ➢➢ • Overall indicative timelines of up to ~15 months (subject to timely receipt of regulatory approvals) Timeline Notes: ©Happiest Minds Confidential. 1. Based on joint valuation report dated August 31, 2026 3 2. Financials combined on pro forma basis Strategic Rationale Creating a scaled and diversified ‘AI First Agile Always Platform’ with enhanced global competitiveness • Greater scale and depth through the combination of complementary capabilities, customer relationships and talent pools Scale & Market • Enhanced ability to compete for larger and more complex global mandates, supported by combined revenues of ₹7,000+ Cr in FY26 and 19,000+ Position employees • Expands Happiest Minds’ geographic footprint, with greater exposure to European markets Geographic • European revenue contribution increases from ~8% for Happiest Minds to ~31% for the combined business Diversification • At the same time, it reduces concentration on the US market and creates a more balanced geographic mix Complementary • ITC Infotech adds deep capabilities across domains - Retail/CPG, Hospitality and Manufacturing and technology practices such as SAP, PLM, Industry 4.0 Capabilities & & Cloud and complements Happiest Minds’ strengths across Digital, Data & AI, BFSI and Healthcare Sector Exposure • Broader end-to-end technology offering and enhanced ability to serve customers across a diversified sector mix Revenue & Cross- • Greater revenue synergies through cross-selling opportunities across the combined customer base Sell Opportunities • Combination of two established brands with 40+ years of total experience and extremely sticky customer base to enhance value creation AI-Led Growth & • Combines Happiest Minds’ AI-led capabilities with ITC Infotech’s strong domain knowledge, enterprise access and delivery scale Operating • Improvement in productivity and operational efficiencies through shared technology, delivery capabilities and resources Leverage • Stronger growth and cash flow generation by leveraging AI capabilities, scale and the combined technology ecosystem Note ©Happiest Minds Confidential. Financials combined on pro forma basis 4 A Strong Value Creation Proposition for All Stakeholders Happiest Minds x ITC Infotech Happiest Minds’ ITC Infotech’s Clients Partners Employees Shareholders Shareholders Participation in a larger, more Adds ₹2,315 Cr. of FY26 revenue, Expanded collaboration Access to a single “build + run” Broader career opportunities diversified technology services strengthens North American opportunity across hyper-scalers, technology partner combining across a scaled ~19,000+ platform with enhanced access exposure and expands the combined enterprise platforms, cloud and digital product engineering, data employee platform, with to ITC Infotech’s enterprise business into complementary growth cybersecurity ecosystems, & AI, and cybersecurity exposure to global enterprise accounts, and potential upside areas including digital product supported by a larger client base capabilities, with the added clients, and larger transformation from revenue & cost synerg [Showing first 8,000 characters — download PDF for full document]