Nature of the Event

Regulatory filing pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, containing a Notice of Postal Ballot seeking shareholder approval for shifting the company's Registered Office and amending its Memorandum of Association.

Key Proposal

The resolution proposes to shift the Registered Office of Happiest Minds Technologies Limited from the State of Karnataka (under the jurisdiction of the Registrar of Companies, Bengaluru) to the State of West Bengal (under the jurisdiction of Registrar of Companies, Kolkata-I). This requires a consequential amendment to Clause II of the Memorandum of Association.

Rationale for the Shift

The Board of Directors, in its meeting held on August 31, 2026, approved a scheme of amalgamation with ITC Infotech India Limited (the "Transferee Company"), which will be the surviving entity. The Registered Office of ITC Infotech is in Kolkata, West Bengal. The shift is proposed to enable better administrative control and rationalize management affairs in light of this proposed amalgamation. The Corporate Office will continue to be located in Karnataka, and no retrenchment of employees is anticipated.

Voting Details & Process

  • Cut-off Date: Friday, August 28, 2026. Shareholders on record as of this date are eligible to vote.
  • Voting Period: Remote e-voting commences on Thursday, September 03, 2026, at 9:00 am (IST) and ends on Friday, October 02, 2026, at 5:00 pm (IST).
  • Result Declaration: The results will be announced within two working days from the end of the e-voting period, i.e., on or before October 06, 2026.
  • Scrutinizer: Mr. V Sreedharan (FCS 2347; CP 833) or, in his absence, Mr. Pradeep B Kulkarni (FCS 7260; CP 7835) of V Sreedharan and Associates, Practicing Company Secretaries, Bengaluru, has been appointed to scrutinize the process.
  • E-voting Service Provider: KFin Technologies Limited is the Registrar and Transfer Agent (RTA) managing the e-voting platform.

Regulatory and Approval Requirements

The resolution is being passed as a Special Resolution. The shift is subject to the confirmation/approval of the Regional Director, South Western Region, Ministry of Corporate Affairs, and any other statutory authorities as required.

Financial and Operational Impact

The disclosure states the operations of the Company will not be affected, and there will be no retrenchment of employees. The books of account and relevant records will continue to be maintained at the Corporate Office in Karnataka. Financial impact not quantified in the disclosure.

Capital Structure Impact

No impact on the capital structure, share capital, or promoter holding is mentioned in the disclosure.

Additional Information

The Notice and instructions for e-voting were sent to shareholders via email only, in compliance with MCA General Circular No. 03/2025. The Notice is also available on the company's website (www.happiestminds.com) and the websites of BSE and NSE. The Board of Directors is authorized to finalize the new registered office address in West Bengal and undertake all necessary actions to implement the shift.