Slides
Page 1
Investor Presentation 1
Page 2
2©Happiest Minds Confidential. 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 conditions as in effect on the date hereof. Subsequent developments may impact the information contained in this presentation, which neither the Company nor its advisors or representatives are under an obligation to update, revise or affirm. Contents of the presentation do not constitute or form part of an offer or invitation for sale or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities, nor shall it or any part of it form the basis of or be relied on in connection with any contract, commitment or investment decision in relation thereto in India, the United States or any other jurisdiction. Prospective and existing investors should make their own evaluation of the Company as the information provided here does not purport to be all inclusive or to contain all of the information a prospective or existing investor may desire. Interested parties shall conduct their own due diligence and investigation on the information, before relying and acting thereon. Company makes no representation or warranty as to the accuracy or completeness of this information and shall not have any liability for any representations (expressed or implied) regarding information contained in, or for any omissions from, this information or any other written or oral communications transmitted to the recipient in the course of its evaluation of the Company. This presentation may contain certain "forward looking statements", which are based on certain assumptions and expectations of future events. Actual future performance, outcomes and results may differ materially from those expressed in forward‐looking statements as a result of a number of risks, uncertainties and assumptions. Though such forward‐looking statements are based on reasonable assumptions, it can give no assurance that such expectations will be met. Neither the Company nor any of its advisors or representatives assumes any responsibility to update forward‐looking statements or to adapt them to future events or developments
Page 3
3©Happiest Minds Confidential. Transaction Structure • The Board of Directors of Happiest Minds Technologies Limited (“Happiest Minds”) has approved the merger of Happiest Minds with ITC Infotech India Limited (“ITC Infotech”) via share swap • As part of the transaction, ITC Infotech will acquire an aggregate ~22.1% minority stake in Happiest Minds from the Promoter and Promoter entities across two tranches for a total consideration of ₹1,330 Cr (average price of ~₹395/share) Combined Business Overview2 • India’s 11th largest listed IT services player by revenue (FY26 combined revenue of ₹7,033 Cr), with a total employee strength of 19,000+ and presence in USA, Europe, Middle East, APAC, and India • Combined company is well positioned to capture significant opportunities emerging from AI led transformation, and is expected to achieve US$1 billion in annual revenue by FY28 Key Approvals • Competition Commission of India (CCI) • Stock exchanges and Securities and Exchange Board of India (SEBI) • NCLT • Other regulatory approvals, as may be required Indicative Timeline • Overall indicative timelines of up to ~15 months (subject to timely receipt of regulatory approvals) Valuation • Happiest Minds valued at ₹405 per share1 • Happiest Minds’ shareholders will receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds held by them, • Upon merger, ITC Infotech and Happiest Minds shareholders are expected to own approximately ~73.4% and ~26.6% of the combined business, respectively Notes: 1. Based on joint valuation report dated August 31, 2026 2. Financials combined on pro forma basis
Page 4
4©Happiest Minds Confidential. 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 • Enhanced ability to compete for larger and more complex global mandates, supported by combined revenues of ₹7,000+ Cr in FY26 and 19,000+ employees Scale & Market Position • Expands Happiest Minds’ geographic footprint, with greater exposure to European markets • European revenue contribution increases from ~8% for Happiest Minds to ~31% for the combined business • At the same time, it reduces concentration on the US market and creates a more balanced geographic mix Geographic Diversification • ITC Infotech adds deep capabilities across domains - Retail/CPG, Hospitality and Manufacturing and technology practices such as SAP, PLM, Industry 4.0 & Cloud and complements Happiest Minds’ strengths across Digital, Data & AI, BFSI and Healthcare • Broader end-to-end technology offering and enhanced ability to serve customers across a diversified sector mix Complementary Capabilities & Sector Exposure • Greater revenue synergies through cross-selling opportunities across the combined customer base • Combination of two established brands with 40+ years of total experience and extremely sticky customer base to enhance value creation Revenue & Cross- Sell Opportunities • Combines Happiest Minds’ AI-led capabilities with ITC Infotech’s strong domain knowledge, enterprise access and delivery scale • Improvement in productivity and operational efficiencies through shared technology, delivery capabilities and resources • Stronger growth and cash flow generation by leveraging AI capabilities, scale and the combined technology ecosystem AI-Led Growth & Operating Leverage Note Financials combined on pro forma basis
Page 5
5©Happiest Minds Confidential. A transformative combination creating a larger more diversified IT services platform Happiest Minds x ITC Infotech Happiest Minds’ Shareholders Participation in a larger, more diversified technology services platform with enhanced access to ITC Infotech’s enterprise accounts, and potential upside from revenue & cost synergies ITC Infotech’s Shareholders Adds ₹2,315 Cr. of FY26 revenue, strengthens North American exposure and expands the combined business into complementary growth areas including digital product engineering, data, cloud, cybersecurity and EdTech and Hi‐ Tech Clients Access to a single “build + run” technology partner combining digital product engineering, data & AI, and cybersecurity capabilities, with the added support from the larger conglomerate Partners Expanded collaboration opportunity across hyper‐scalers, enterprise platforms, cloud and cybersecurity ecosystems, supported by a larger client base and broader combined service portfolio Employees Broader career opportunities across a scaled ~19,000+ employee platform, with exposure to global enterprise clients, and larger transformation programs
Page 6
ITC Infotech Overview 9
Page 7
7©Happiest Minds Confidential. 2,246 4,140 4,718 FY20 FY25 FY26 Wholly Owned Subsidiary of ITC Limited Incorporated in 2000 and based out of Bangalore 50+ Fortune Global 500 Clients 18.5%1 FY26 Adj. EBITDA margin ~14% 5 Years Revenue CAGR ₹4,718 Cr FY26 Revenue 30 Countries 13,000+ Employees Core Offerings Digital Engineering Digital X Physical (DXP) NextGen Enterprise IT Cloud, Data, & AI Demonstrated Ability to Deliver Consistent Growth ₹ Cr Diversified Presence Globally 42% Europe 27% USA 31% ROW Revenue Mix by Geography (FY26) Note 1. Adjusted for non-recurring items 2. Source: ITC Infotech Annual Report, ITC Infotech, Website, Public Information
Page 8
8©Happiest Minds Confidential. Cross Industry Depth & Tailored Solutions End-to-End Value Chain Coverage Positioned at Industry Inflection Points ITC Group Parentage Builds Credibility in CPG, Retail & Hospitality Competitive Edge Make Our Industry DNA Your Game Changer Integrated IT platform spanning sourcing, merchandising, supply chain and planning, underpinned by real-time analytics — accelerating launches, faster demand sensing, delightful consumer experiences, seamless omnichannel commerce and connected manufacturing The New Manufacturing Playbook Specialized across discrete manufacturing; incl. automotive / industrial equipment. Integrated value chain using advanced analytics, AI-powered predictive maintenance, and next-gen PLM; Deep expertise in Software-Defined Vehicles, electric mobility and connected transportation via AI, Gen AI, IoT, AR/VR and digital twins Engineered to Scale Unites technology, process and intelligence to re-architect hotel operations into a scalable, orchestrated system — the next-best thing to a hospitality OS Secure, Intelligent Engagement Seamless transaction experiences, modular IT architectures and personalized omnichannel journeys — powered by data, intelligent automation and AI/ML to enhance operational efficiency Retail & CPG BFSI Manufacturing incl. Automotive Travel & Hospitality Note 1. Source: ITC Infotech, Website, Public Information
Page 9
Combined Business 9
Page 10
10©Happiest Minds Confidential. 2,088 3,300 3,699 5,310 5,687 13,430 14,748 15,880 16,403 4,718 2,315 R Systems International Fractal Analytics Mastek Birlasoft Zensar Technologies Harmony x Ivory — Rank #11 Hexaware Technologies Persistent Systems Mphasis Coforge Limited Combined business - ₹7,033 Cr Happiest Minds x ITC Infotech – Rank #11 Combined Revenue ₹7,033 Cr Adjusted EBITDA Margin ~18.1%1 Peer Set by FY26 Revenue in ₹ Cr (Rank #7–#16) Countries 30+ A Partnership to Create a Scaled, AI‐Led Digital Engineering and Technology Services Platform Happiest Minds x ITC Infotech FY26 Performance Notes 1. Adjusted for other income and non-recurring items 2. Financials combined on pro forma basis 3. Source: ITC Infotech, Happiest Minds, Public Information
Page 11
11©Happiest Minds Confidential. CPG, Retail & Manufacturing BFSI Travel & Hospitality Hi-Tech & EdTech Healthcare Others 12% 26% 10% 28% 17% 7% 58% 17% 13% 4% 7% 43% 20% 12% 12% 6% 7% 19,000+ Combined Employees 5 Core Regions Americas, Europe, MEA, APAC & India 4 Verticals of Expertise CPG / Retail, BFSI, Travel, and Hi-tech & EdTech Balanced Geographic Presence RoW Europe Americas Happiest Minds ITC Infotech Combined business 59% 27% 8% 42% 33% 31% 38% 31% 31% Expanded Sectoral Base Combined business Source: ITC Infotech, Happiest Minds, Website, Public Information
Page 12
12©Happiest Minds Confidential. • ITC Infotech's AMS, SAP, infra & security sold into Happiest Minds’ logos; Happiest Minds' build, data & AI sold into ITC Infotech’s enterprise accounts • Rate-card up-sell across the combined book • Arttha digital-banking platform into Middle East & APAC • Insurance via InsureMO alliance, cybersecurity & infra-ops platforms • Accelerate deployment of AI-led solutions across the combined client base • Broaden market access through an enhanced partner ecosystem • Combined scale expands access to larger enterprise opportunities • Enhances competitiveness for larger and more complex transformation opportunities • Four pillars (PDES, Data, Cyber, GBS) → more comprehensive end-to-end IT lifecycle offering • End-to-end build + run proposition opens integrated deals • Partner-led (PTC / SAP / Microsoft/Google) referrals across the combined GTM. • Multi-cloud + 5 security ISVs broaden co-sell reach Cross-Sell & Up-Sell Platform Scale-Up GBS / AI Practice Large-Deal Access Cross-Capability White-Space Referrals & Partner Ecosystem Six Strategic Avenues Identified to Drive Growth Across the Combined Entity
Page 13
Transaction Contours 9
Page 14
©Happiest Minds Confidential. 13.6 15.1 ITC Infotech Happiest Minds 14 Implied per share price1 405 1,312 Implied Equity Value 6,167 11,9202 (In INR Cr) Inter se Valuation FY26 EV/EBITDA ITC Limited3 ~73.4% Happiest Minds Promoters4 ~7.6% Happiest Minds Public Shareholders ~19.0% Post-Merger Shareholding Pattern Notes 1. Based on joint valuation report dated August 31, 2026 2. Before considering rights issue of ~INR 1,330 cr; 3. After taking into account rights issue by ITC into ITC Infotech, SPA with Happiest Minds promoter and cancellation of equity shares to be held by ITC Infotech in Happiest Minds on account of the SPA as of the record date for merger 4. Happiest Minds Promoters will be public shareholder post merger; (5) EBITDA has been adjusted for one- off items
Page 15
15©Happiest Minds Confidential. Promoters2 (Happiest Minds) Pre-Merger Shareholding1 Post-Merger Shareholding Structure Happiest Minds Public ~55.8% ~44.2% ITC Infotech ITC Limited 100.0% Combined business (Listed) ITC Limited Public ~73.4% ~19.0% Promoters2 (Happiest Minds) ~7.6% Public Share Exchange Ratio: 25 equity shares of ITC Infotech for every 81 equity shares of Happiest Minds Merger 1 2 ITC Infotech will acquire 11.0% stake from Promoters of Happiest Minds post receipt of CCI approval for a consideration of ~₹653.3 Cr (Tranche I) ITC Infotech will acquire ~11.1% stake from Promoters of Happiest Minds post receipt of shareholders’ approval to the scheme of arrangement for a consideration of ~₹676.5 Cr (Tranche II) 1 Happiest Minds to merge with ITC Infotech (combined business) 2 Post the merger, ITC Limited will be the promoter of the combined business, and Happiest Minds shareholders will receive the shares of ITC Infotech at the approved Share Exchange Ratio Promoters2 of Happiest Minds will hold ~7.6% shareholding in the combined business, post merger, and will be re‐classified as public shareholder of the listed Combined business 3 Notes 1. As on 30th June, 2026 2. Includes Promoter and Promoter Group entities
Page 16
16©Happiest Minds Confidential. August’26 Q3FY27 Q4FY27 Q1FY28 Q2 & Q3 FY28 Board Approval & SPA Execution The overall process could take up to ~15 months subject to receipt of regulatory approvals Board Approval for Scheme & Execution of SPA Receipt of CCI approval & Completion of Tranche 1 SPA Shareholders & Creditors meeting & Completion of Tranche 2 SPA Receipt of NCLT Order Listing & Trading of new securities of combined entity Stock Exchange & SEBI Review NCLT Review Process for Filing the NCLT Order with ROC Process for Issuance of Shares of ITC Infotech Receipt of Stock Exchanges approval
Page 17
17©Happiest Minds Confidential. Due Diligence Advisors Legal DD Valuation & Fairness Opinion Joint & Independent Valuer Fairness Opinion Provider Legal Advisor Financial Advisor Financial DD Tax DD Exclusive Financial Advisor
Page 18
India | Americas | Europe & UK | Asia, Africa & Middle East | Australia Investor Relations ‐ IR@happiestminds.com THANK YOU