Happiest Minds Technologies Limited — Capital/Financing Update 2025

Feb 4, 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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February 04, 2025

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 (“ Agreement ”) to transfer AureusTech Systems Private Limited (“Aureus India”) from its Wholly Owned USA based Subsidiary Happiest Minds Inc. This transaction is part of the restructuring being undertaken to merge acquired entities and to rationalize overall holding structures and step-down subsidiaries of the Company. Post completion of the said transfer/restructuring, Aureus India will become a wholly owned subsidiary of the Company.

Brief details required under Regulation 30 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023, can be found in the 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: 2025.02.04 15:40:09 +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

Details required under SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 of July 13, 2023

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SL.
PARTICULARS DETAILS
NO
Name: AureusTech Systems Private Limited
Name of the target entity, details in brief CIN : U72900TG2019FTC132331
a)
such as size, turnover etc. Paid-up Capital: ₹ 10 Lakhs
Turnover for Fiscal 2024: ₹ 45.53 Crores
Whether the acquisition would fall within The transaction falls within the ambit of being a related
related party transaction(s) and whether party transaction as the Target company is the Step-
the promoter/ promoter group/ group down subsidiary of the Company. Promoters/Promoter
b) companies have any interest in the entity Group do not hold any interest in the entity being
being acquired? If yes, nature of interest acquired.
and details thereof and whether the same
is done at “arm’s length” This transaction is on arm’s length basis.
Industry to which the entity being
c) Information Technology Industry
acquired belongs
Objects and impact of acquisition
(including but not limited to, disclosure of The acquisition is to convert our step-down subsidiary
d) reasons for acquisition of target entity, if into a direct subsidiary which would ease subsequent
its business is outside the main line of merger and simplification of the holding structures.
business of the listed entity)
Brief details of any governmental or
Necessary intimations and filings would be completed
e) regulatory approvals required for the
with RBI and other regulatory authorities
acquisition
Indicative time period for completion of The acquisition is expected to be completed by the end
f)
the acquisition; of February, 2025.
Consideration - whether cash
g) consideration or share swap or any other Cash
form and details of the same
Cost of acquisition and/or the price at Rs. 162,400,324 (Rupees Sixteen Crores Twenty-Four
h)
which the shares are acquired Lakhs Three Hundred Twenty-Four Only)
Percentage of shareholding / control
On completion of the transaction, the Company will
i) acquired and / or number of shares
own 100% of equity interest in Aureus India.
acquired
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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

j)	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	Earlier during the year, Happiest Minds Inc had acquired 100% equity Interest in Aureus LLC. Aureus LLC had an Indian subsidiary Aureus India. As part of the acquisition, Aureus India became a step-down subsidiary of the Company through its wholly owned US subsidiary Happiest Minds Inc, and Aureus LLC. As part of the post-acquisition holding structure rationalisation process, we have merged Aureus LLC into Happiest Minds Inc and now transferring Aureus India from Happiest Minds Inc to Happiest Minds Limited. Subsequently Aureus India will be merged with the Company. Country of Presence:India Date of Incorporation of Aureus India:April 26, 2019 Turnover for the last 3 years: FY 2021-22- ₹15.76 crores FY 2022-23- ₹36.13 crores FY 2023-24- ₹45.53 crores