ITC INFOTECH TO ACQUIRE MINORITY STAKE IN HAPPIEST MINDS

• ITC Infotech to acquire a minority stake of c.22.1% in Happiest Minds from promoters for ₹1,330 crore in cash. • Acquisition to be funded through a Rights Issue of ₹1,330 crore. • Post acquisition, Happiest Minds to merge with ITC Infotech, pursuant to which ITC Infotech will be listed on stock exchanges. • Share swap ratio of 25 ITC Infotech shares for every 81 shares held in Happiest Minds. • Resultant shareholding: ITC Limited c.73.4%, Happiest Minds Shareholders c.26.6%. • Transaction subject to customary approvals; expected completion within ~15 months.

ITC Limited

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