Happiest Minds Technologies Ltd. · NSE:HAPPSTMNDS
Happiest Minds Technologies — Merger or Acquisition (2026)
18 slides from Happiest Minds Technologies's merger presentation, 2026
Slide 1: Investor Presentation
{Gp heoviest minds AL FIRST. AGILE ALWAYS. Investor Presentation OTEC happiest minds Im¢ INFOTECH Al FIRST. AGILE ALWAYS. Business- friendly Solutions
Slide 2: Disclaimer
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
Slide 3: Executive Summary
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 aggregat
Slide 4: Strategic Rationale
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
Slide 5: A Strong Value Creation Proposition for All Stakeholders
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, Access to a single “build + run” Expanded collaboration Broader
Slide 6: ITC Infotech Overview
$Gheoviest minds [AVFIRST. AGILE ALWAYS. ITC Infotech Overview
Slide 7: ITC Infotech | Overview
ITC Infotech | Overview Wholly Owned Subsidiary of ITC Limited Incorporated in 2000 and based out of Bangalore Demonstrated Ability to Deliver Consistent Growth 18.4%1 30 ₹4,718 Cr CAGR: ~13% ₹ Cr FY26 Adj. EBITDA Countries FY26 Revenue 4,718 margin 4,140 ~13% 50+ 13,000+ FY20-26 Fortune Global Empl
Slide 8: ITC Infotech | Key Industries Served
ITC Infotech | Key Industries Served Competitive Edge ITC Group Parentage Builds Cross Industry Depth End-to-End Positioned at Credibility in CPG, Retail & & Tailored Solutions Value Chain Coverage Industry Inflection Points Hospitality Manufacturing Retail & CPG | 38%1 incl. Automotive | 20%1 Make
Slide 9: Combined Business
$Gheoviest minds [AVFIRST. AGILE ALWAYS. Combined Business
Slide 10: Combined Business to be a significantly large player in the IT services space
Combined Business to be a significantly large player in the IT services space Happiest Minds x ITC Infotech Peer Set by FY26 Revenue in ₹ Cr A Partnership to Create a Coforge Limited 16,403 Scaled, AI-Led Digital Engineering and Technology Mphasis 15,880 Services Platform Persistent Systems 14,748 F
Slide 11: Happiest Minds x ITC Infotech | More Diverse and Expansive
Happiest Minds x ITC Infotech | More Diverse and Expansive 4 Verticals of Expertise 5 Core Regions 19,000+ CPG / Retail, BFSI, Travel, and Hi-tech & Americas, Europe, MEA, APAC & India Combined Employees EdTech Balanced Geographic Presence Expanded Sectoral Base Happiest ITC Combined Combined busine
Slide 12: Happiest Minds x ITC Infotech | Synergies
Happiest Minds x ITC Infotech | Synergies Cross-Sell & Up-Sell Platform Scale-Up GBS / AI Practice • ITC Infotech's AMS, SAP, infra & security sold into • Arttha digital-banking platform into Middle East & • Accelerate deployment of AI-led solutions across Happiest Minds’ logos; Happiest Minds' buil
Slide 13: Transaction Contours
$Gheoviest minds [AVFIRST. AGILE ALWAYS. Transaction Contours
Slide 14: Valuation Framework
Valuation Framework Inter se Valuation FY26 EV/EBITDA 15.1 (In INR Cr) Implied per share price1 405 1,312 13.6 Implied Equity Value 6,167 11,9202 Post-Merger Shareholding Pattern ITC Infotech Happiest Minds ITC Limited3 ~73.4% Happiest Minds Promoters4 ~7.6% Share Exchange Ratio: 25 equity shares of
Slide 15: Transaction Summary & Shareholding
Transaction Summary & Shareholding Share Exchange Ratio: 25 equity shares of ITC Infotech (of INR 10 each fully paid up) for every 81 equity shares of Happiest Minds ➢ (of INR 2 each fully paid up) Pre-Merger Shareholding1 Post-Merger Shareholding Structure Promoters2 Promoters2 Public ITC Limited I
Slide 16: Indicative Timelines
Indicative Timelines August’26 Q3FY27 Q4FY27 Q1FY28 Q2 & Q3 FY28 • Board Approval Board Approval for Scheme Lo & SPA Execution & Execution of SPA g i st ica Receipt of CCI l Stock Exchange & approval & Be Shareholders & SEBI Review Completion of Creditors meeting & nef Tranche 1 SPA Receipt of Stock
Slide 17: Transaction Advisors for Happiest Minds
Transaction Advisors for Happiest Minds Financial Advisor Exclusive Financial Advisor Valuation & Fairness Opinion Joint & Independent Valuer Fairness Opinion Provider Due Diligence Advisors Financial DD Legal DD Tax DD Legal Advisor ©Happiest Minds Confidential. 17
Slide 18: THANK YOU
THANK YOU Happiest People · Happiest Customers Graphical user interface, application, chat or text message Graphical user interface, application, chat or text message Graphical user interface, application, chat or text message Graphical user interface, application, chat or text message Graphical use
Happiest Minds Technologies — Merger or Acquisition (2026) on 6ix