Happiest Minds Technologies Limited — Capital/Financing Update 2024

Apr 19, 2024

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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

April 19, 2024

Listing Compliance & Legal Regulatory BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001 Stock Code: 543227, 974728, 974820 & 975101

Listing & Compliance National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex Bandra East, Mumbai 400 051 Stock Code: HAPPSTMNDS

Dear Sir/Madam,

Subject: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“Listing Regulations”]

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the Listing Regulations, we wish to inform that the Company has executed a Share Purchase Agreement (“ the Agreement ”) to acquire 100% equity interest in Macmillan Learning India Private Limited (“ Macmillan Learning India ”), subject to the terms and conditions set out in the Agreement. On closing the said transaction, Macmillan Learning India will become a wholly owned subsidiary of the Company.

The brief details required under Regulation 30 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023, is enclosed herewith as ANNEXURE.

This is for your information and records.

Thanking you, Yours faithfully,

For Happiest Minds Technologies Limited

Digitally signed by DARSHANKAR DARSHANKAR PRAVEEN KUMAR PRAVEEN KUMAR Date: 2024.04.19 08:27:59 +05'30'

Praveen Kumar Darshankar Company Secretary & Compliance Officer Membership No. F6706

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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

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ANNEXURE

The requisite details as required under SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 are as follows:

SL.NO	PARTICULARS	DETAILS
a)	Name of the target entity, details in brief suchas size, turnover etc.	**Name:**Macmillan Learning India Private Limited**CIN:**U72200KA2015FTC082947**Paid-up Capital:**Rs.1,00,000/- (Rupees One Lakh only)**Current Turnover:**9.25 Crores**Current Net worth:**4.45 Crores
b)	Whether the acquisition would fall withinrelated party transaction(s) and whether thepromoter/ promoter group/ group companieshave any interest in the entity being acquired?If yes, nature of interest and details thereof andwhether the same is done at “arm’s length”	The transaction does not fall within the ambit of being arelated party transaction. Promoters/Promoter Groupdo not hold any interest in the entity being acquired.
c)	Industry to which the entity being acquiredbelongs	The entity being acquired belongs to InformationTechnology Industry. Macmillan Learning India isengaged in the business of providing softwaredevelopment services to the Macmillan Group.
d)	Objects and impact of acquisition (includingbut not limited to, disclosure of reasons foracquisition of target entity, if its business isoutside the main line of business of the listedentity)	The acquisition of 100% equity interest in the MacmillanLearning India further strengthens the already strongEdutech vertical of the Company. It also makes theCompany a strategic partner for the Macmillan groupwho is a global leader in the business of learning,education andpublishing.
e)	Brief details of any governmental or regulatoryapprovals required for the acquisition	Not applicable
f)	Indicative time period for completion of theacquisition;	The acquisition is expected to be completed by April 30,2024.
g)	Consideration - whether cash consideration orshare swap or any other form and details of thesame	The Purchase Consideration is payable in cash
h)	Cost of acquisition and/or the price at whichthe shares are acquired	Rs. 4.5 crores
i)	Percentage of shareholding / control acquiredand / or number of shares acquired	On completion of the transaction, the Company will own100% of the equity in Macmillan Learning India. TheCompany will be purchasing 1,00,000 equity shares offace value of Rs. 1/- each in Macmillan Learning Indiafrom its existingshareholders.
j)	Brief background about the entity acquired interms of products/line of business acquired,date of incorporation, history of last 3 yearsturnover, country in which the acquired entityhas presence and any other significantinformation (in brief)	Macmillan Learning India is a wholly owned subsidiary ofthe Macmillan group, USA. The subsidiary providessoftware development services to the Macmillan groupand has been working as an ‘’Offshore DevelopmentCentre”.**Date of Incorporation:**September 22, 2015Turnover of last 3 years:-FY 2022-23- Rs. 6.9 crores-FY 2021-22- Rs. 5.5 croresFY 2020-21- Rs. 5.3 crores