Happiest Minds Technologies Limited — M&A Activity 2024

Dec 16, 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

December 16, 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”]

This is with reference to our letter dated May 27, 2024, intimating that acquisition of Aureus Tech Systems LLC (“Aureus”) by Happiest Minds Inc., Company’s wholly owned subsidiary in USA.

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the Listing Regulations, we wish to inform that Aureus has now been merged with Happiest Minds Inc, that is with effect from December 14, 2024.

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 Praveen Kumar Praveen Kumar Darshankar Darshankar Date: 2024.12.16 16:39:49 +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

ANNEXURE

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

SL.NO	PARTICULARS			DETAILS	DETAILS	DETAILS
1	Name of the entities, forming part of the amalgamation/merger, details in brief such as, size, turnover etc.		Name of the Entity	Paid up Capital as on Sept 30, 2024(in USD)	Turnover as on Sept 30, 2024 (in USD)
			Aureus Tech Systems LLC	100	36,50,818
			Happiest Minds Inc.	1,00,000	60,97,410
2	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”		No. Aureus Tech Systems LLC is a Wholly Owned Subsidiary of Happiest Minds Inc (Holding Company).
3	Area of business of the entities		• Aureus Tech Systems LLC belongs to Information Technology Industry. Aureus is engaged in the business of providing Azure native digital product engineering services in Insurance & Reinsurance and Healthcare & Life Sciences industries. • Happiest Minds Inc. was founded in 2018, Houston, USA headquartered, has a strategic partnership with Pimcore Austria for delivering solutions around Pimcore, an opensource framework which addresses data and experience management predominantly around digital commerce.
4	Rationale for amalgamation / merger		1. Simplify management structure leading to better administration, reduction in costs and standardisation of business process. 2. Greater integration and financial strength maximizing shareholder value and financial position of merged entity. 3. Pooling of resources resulting in synergies of operations, optimization of logistics and cost savings. 4. Simplification of group structure leading to reduced 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 pursuant to merger 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 the entity got merged with the wholly owned subsidiary of the Company.