Happiest Minds Technologies Limited — Capital/Financing Update 2025

Jul 29, 2025

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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July 29, 2025

Listing Compliance & Legal Regulatory BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001 Stock Code: 543227, 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 Board of Directors at its meeting held on July 29, 2025, has approved the Scheme of Amalgamation of Aureustech Systems Private Limited (Wholly Owned Subsidiary – Transferor Company) with Happiest Minds Technologies Limited (Holding Company - Transferee Company) and their respective Shareholders and Creditors, as per Section 230 to 232 and other relevant provisions of the Companies Act, 2013, subject to the statutory and regulatory approvals under applicable laws, including approval of the National Company Law Tribunal.

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.

The Board Meeting commenced at 12.00 p.m. and concluded at 12.30 p.m.

This is for your information and records.

Thanking you, Yours faithfully,

For Happiest Minds Technologies Limited

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Digitally signed by DARSHANKAR DARSHANKAR PRAVEEN KUMAR PRAVEEN KUMAR Date: 2025.07.29 13:18:35 +05'30' Praveen Kumar Darshankar Company Secretary & Compliance Officer Membership No. F6706

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 I

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:

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SL.
PARTICULARS DETAILS
NO
Name of the Paid up Capital as on Turnover as on
Entity June 30, 2025 June 30, 2025
Name of the entities,
AureusTech ₹ 10,00,000 consisting of
forming part of the
Systems Private 1,00,000 equity shares of
1 amalgamation/merger, ₹1,038 Lakhs
Limited ₹ 10 each
details in brief such as,
Happiest Minds ₹ 30,45,49,622 consisting
size, turnover etc.
Technologies of 15,22,74,811 equity ₹4,0241 Lakhs
Limited shares of ₹ 2 each
Whether the
transaction would fall
within related party No. AureusTech Systems Private Limited is a Wholly Owned Subsidiary
2
transactions? If yes, of Happiest Minds Technologies Limited (Holding Company).
whether the same is
done at “arm’s length”
 The Transferor Company is primarily engaged in software
designing, development, customisation, and IT-enabled services
including data processing, HR/payroll processing, and call centre
management; manufacture, sell, export, import all kinds of electric
and electronic components including computer
telecommunications, to design and develop system software,
application software and any other software in India and abroad,
to start ISDLAN dial for data Centres technology parks, wide area
network, internet, user net, cyber café services in India and
Area of business of the abroad.
3
entities
 The Transferee Company is a next-generation digital
transformation, infrastructure, security and product engineering
services company, enabling digital transformation for enterprises
and technology providers, deliver seamless customer experiences,
business efficiency and actionable insights by leveraging a
spectrum of futuristic and disruptive technologies such as:
artificial intelligence, block chain, cloud, digital process
automation, internet of things, robotics/drones, security,
virtual/augmented reality, etc.
1. Simplify management structure leading to better administration,
reduction in costs and standardisation of business process.
Rationale for
2. Greater integration and financial strength maximizing shareholder
4 amalgamation /
value and financial position of amalgamated entity.
merger
3. Pooling of resources resulting in synergies of operations,
optimization of logistics and cost savings.
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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

		4. Simplification of group structure leading to reduced statutory compliances. 5. The arrangement would lead to greater and efficient use of infrastructure facilities and optimum utilisation of the available resources resulting in substantial reduction in statutory compliances.
5	In case of cash consideration – amount or otherwise share exchange ratio	NOT APPLICABLE, since the Transferor Company is a Wholly Owned Subsidiary of the Transferee Company, no shares of the Transferee Company shall be allotted under the Composite Scheme of Arrangement in lieu or in exchange of the shares of the Transferor Company.
6	Brief details of the change in shareholding pattern (if any) of the listed entity	NOT APPLICABLE, since there is no issue of shares, there will be no change in the shareholding pattern of the Transferee Company pursuant to the Composite Scheme of Arrangement.