HAPPSTMNDS

- Happiest Minds Technologies Limited submitted the voting results and scrutinizer's report for the postal ballot concluded on October 02, 2026. - Shareholders approved the special resolution to shift the company's registered office from the State of Karnataka to the State of West Bengal with 99.63% votes in favour.

- Trading window for Designated Persons and their immediate relatives will be closed from October 01, 2026. - It will reopen 48 hours after the declaration of financial results for the quarter ending September 30, 2026.

- Happiest Minds Technologies Limited announced the proposed merger with ITC Infotech, with Happiest Minds merging into ITC Infotech. - The combined entity aims to achieve USD 1 billion revenue by FY28, accelerating the previous target of FY31. - Happiest Minds shareholders will receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds they hold; the combined entity is expected to list in Q2/Q3 FY28. - Promoter Mr. Soota will divest 22.1% of his total holding for approximately INR 1,330 crores, primarily to fund his non-profit and healthcare ventures, and will not be a promoter post-merger. - The pro-forma FY26 revenue for the combined entity is INR 7,033 crores, with an expected EBITDA margin of around 18.1% (100 bps expansion post-merger). - Strategic rationale includes enhanced scale, complementary strengths in AI, digital, cloud, SAP, PLM, and Industry 4.0, leading to cross-selling opportunities and a diversified customer base.

- Notice of Postal Ballot issued by Happiest Minds Technologies Limited. - Seeking member approval to shift the Registered Office from Karnataka to West Bengal and amend the Memorandum of Association. - E-voting period: September 03, 2026 (9:00 AM IST) to October 02, 2026 (5:00 PM IST). - Cut-off date for voting eligibility: August 28, 2026. - Results of e-voting will be announced on or before October 06, 2026. - The company states the change is for administrative control and streamlining management, with no adverse impact on stakeholders or operations.

- Audio recording of the Analyst Call held on Tuesday, September 1, 2026, has been uploaded to the Company's website.

- Board approved amalgamation of Happiest Minds Technologies with ITC Infotech India Limited. Promoters sold 22.106% equity shares for ₹13,29.7 Cr to ITC Infotech, who may nominate a director. Share exchange ratio: 25 ITC Infotech shares for 81 Happiest Minds shares. Registered office shifting to West Bengal, pending approvals.

- Happiest Minds Technologies Limited (Transferor Company) to amalgamate with ITC Infotech India Limited (Transferee Company). The amalgamation aims to create a single, globally credible platform with enhanced operational efficiency, synergies, increased scale, and competitive position. - Share Exchange Ratio: 25 fully paid-up equity shares of INR 10 each of ITC Infotech for every 81 fully paid-up equity shares of INR 2 each of Happiest Minds. - Promoters Mr. Ashok Soota and Ashok Soota Medical Research LLP sold 3,36,61,700 equity shares (22.106% stake) of Happiest Minds to ITC Infotech for an aggregate consideration of ₹13,297.18 Crores. - Post-amalgamation, Happiest Minds (Transferor Company) shall be dissolved. - The Board also approved the shifting of the registered office from Karnataka to West Bengal, subject to necessary approvals.

- Board approved amalgamation of Happiest Minds into ITC Infotech India Limited (Transferee). - Promoters sold 22.106% equity to ITC Infotech for ₹1329.72 Cr. - Share exchange ratio: 25 Transferee shares for 81 Transferor shares. - Registered Office moving from Karnataka to West Bengal.

- Concall Schedule - Concall Date: September 01, 2026 - Concall Time: 9:00 a.m. IST - Purpose: To discuss the proposed strategic transaction announced on August 31, 2026.

- Happiest Minds Technologies announces merger with ITC Infotech, creating an AI-first global technology services enterprise. - Combined entity aims for US$1 billion annual revenue by FY28 with 19,000+ employees. - ITC Infotech will acquire ~22.1% promoter stake in Happiest Minds for ₹1,330 Cr (~₹395/share). - Merger via share swap: 25 ITC Infotech shares for every 81 Happiest Minds shares. - Transaction expected to complete within 15 months, subject to regulatory approvals.

- Happiest Minds Technologies to merge with ITC Infotech, forming an AI First Global Technology Services Enterprise. - The combined entity targets US$1 billion annual revenue by FY28 and 19,000+ employees. - ITC Infotech will acquire a ~22.1% stake in Happiest Minds for ₹1,330 Cr (share swap of 25 ITC Infotech:81 Happiest Minds). Expected in 15 months.

- Happiest Minds Technologies Limited's Board approved the merger with ITC Infotech India Limited via share swap. - ITC Infotech will acquire approximately 22.1% minority stake in Happiest Minds from Promoters for ₹1,330 Cr (average price of ~₹395/share). - Happiest Minds shareholders will receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds held. - The combined entity is projected to have FY26 pro forma revenue of ₹7,033 Cr and targets US$1 billion annual revenue by FY28. - An Investor/Analyst Call is scheduled on September 1, 2026, at 9:00 A.M. (IST) to discuss the Investor Presentation.

- Board approved the amalgamation of Happiest Minds Technologies Limited (Transferor Company) with ITC Infotech India Limited (Transferee Company) on August 31, 2026. - Promoters sold 22.106% equity (3,36,61,700 shares) to ITC Infotech for ₹13,297 Crore. - Share exchange ratio: 25 equity shares of ITC Infotech (₹10 FV) for every 81 equity shares of Happiest Minds (₹2 FV). - Happiest Minds will be absorbed into ITC Infotech. - Board also approved shifting the registered office from Karnataka to West Bengal.

- Happiest Minds to amalgamate with ITC Infotech India Ltd. (Transferee) as of Aug 31, 2026, with a share swap of 25:81. - Promoters sold 22.106% stake (₹1,329.72 Cr) to ITC Infotech, who may nominate a director. - Registered office shifting from Karnataka to West Bengal (subject to approvals).

- Company clarifies news regarding shares falling 6% due to rumored promoter stake sale to ITC Infotech. - States no information requires disclosure under SEBI (LODR) Regulations, 2015, at this time.

- National Company Law Tribunal (NCLT), Bengaluru Bench, has approved the Scheme of Amalgamation of Aureustech Systems Private Limited (Wholly Owned Subsidiary) with Happiest Minds Technologies Limited (Holding Company). - The NCLT order was dated August 10, 2026. - The Appointed Date for the said merger is April 1, 2026. - The Certified True Copy of the final order was received by the Company on August 18, 2026.