Shareholders meeting

Happiest Minds Technologies Limited Regd. Office: #53/1-4, Hosur Main Road, Madivala, Bengaluru-560068, Karnataka, India CIN of the Co. L72900KA2011PLC057931 P: +91 80 6196 0300, F: +91 80 6196 0700 Website: www.happiestminds.com Email: investors@happiestminds.com July 03, 2026 Listing Compliance & Legal Regulatory Listing & Compliance BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai 400 001 Bandra East, Mumbai 400 051 Stock Code: 543227 & 975101 Stock Code: HAPPSTMNDS Dear Sir/Madam, Sub: Notice of the 15th Annual General Meeting (AGM) In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice of the AGM of the members of the Company to be held on Tuesday, the 28th day of July, 2026 at 4.00 pm (IST) through Video Conference / Other Audio Visual Means without the physical presence of the members at a common venue, which is being circulated to our members by email. The Notice will also be made available on the website of the Company at https://www.happiestminds.com/investors/agm-and-annual-report/ This is for your information and records. Thanking you, Yours faithfully, For Happiest Minds Technologies Limited Praveen Kumar Darshankar Company Secretary & Compliance Officer Membership No. F6706 NOTICE OF AGM 2026 Happiest Minds Notice of AGM 2026 HAPPIEST MINDS TECHNOLOGIES LIMITED (CIN No. L72900KA2011PLC057931) Registered Office: 53/1-4, Hosur Main Road, Madivala, Bengaluru-560068, Karnataka, India P: +91 80 6196 0300, F: +91 80 6196 0700; Email: investors@happiestminds.com; Website: www.happiestminds.com NOTICE OF THE 15TH ANNUAL GENERAL MEETING Notice is hereby given that the Fifteenth Annual General Meeting (“AGM”) of the members of Happiest Minds Technologies Limited will be held on Tuesday, the 28th day of July, 2026, at 4.00 pm (IST) through Video Conference / Other Audio Visual Means (“VC”) without the physical presence of the members at a common venue, to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the Reports of Board of Directors and the Auditors thereon. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT the audited standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby received, approved and adopted.” 2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Auditors thereon. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT the audited consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Auditors thereon, as circulated to the members, be and are hereby received, approved and adopted.” 3. To declare final dividend on equity shares for the financial year ended March 31, 2026. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT a final dividend @ ₹3.65/- per equity share (@182.5% on par value of ₹2/- each), for the financial year ended March 31, 2026 be paid on equity shares of the Company to those members whose names appear on the Register of Members of the Company as on July 17, 2026 and in respect of shares held in electronic form, to the beneficial owners of the shares as on July 17, 2026 as per details furnished by the Depositories for this purpose.” Happiest Minds Notice of AGM 2026 4. To appoint a Director in place of Mr. Joseph Vinod Kumar Anantharaju (DIN: 08859640) who retires by rotation and, being eligible, offers himself for re-appointment To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Joseph Vinod Kumar Anantharaju (DIN: 08859640) who retires by rotation as Director at this Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.” 5. To re-appoint Auditors to hold office from the conclusion of the 15th Annual General Meeting until the conclusion of the 20th Annual General Meeting, and to fix their remuneration “RESOLVED THAT pursuant to Sections 139 and 142 of the Companies Act, 2013 and the Rules made thereunder (including any amendments, modifications or re-enactments thereof for the time being in force) and pursuant to the recommendation of the Audit Committee/Board of Directors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accountants, Bengaluru (ICAI registration number 008072S) be and are hereby reappointed as the Auditors of the Company for the second consecutive term of five years, to hold the office from the conclusion of this 15th Annual General Meeting until the conclusion of the 20th Annual General Meeting, and that the Board of Directors (or Committee thereof) be and is hereby authorized to fix such remuneration as may be determined in consultation with the said Auditors. RESOLVED FURTHER THAT approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to do all such acts, deeds, matters and to take all such steps as may be required in this connection to give effect to this resolution and to settle any questions, difficulties or doubts that may arise in this regard.” Registered Office: By Order of the Board #53/1-4, Hosur Main Road, For HAPPIEST MINDS TECHNOLOGIES LIMITED Madivala, Bengaluru-560068, Karnataka, India Praveen Kumar D Date : June 30, 2026 Company Secretary & Compliance Officer Place : Bengaluru Membership No. F6706 Happiest Minds Notice of AGM 2026 Notes: 1. AGM of the Company is being conducted through VC in compliance with General Circular No. 03/2025 dated September 22, 2025 read with other relevant Circulars, issued by Ministry of Corporate Affairs and Circular No. SEBI/HO/49/14/49(7)2025-CFD-PoD2/I/3762/2026 dated January 30, 2026 issued by the Securities and Exchange Board of India read with the other relevant circulars issued earlier on the subject (collectively referred to as “Circulars”), which details the procedure and manner of holding AGM through VC and provide certain relaxations from compliance with Companies Act and Listing obligations. 2. The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company situated at #53/1-4, Hosur Main Road, Madivala, Bengaluru - 560068, Karnataka, India, which shall be the deemed venue of the AGM. Since the AGM will be held through VC, the Route Map is not annexed to this Notice. 3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself/herself and the proxy so appointed need not be a member of the Company. Since this AGM is being held through VC, physical attendance of members has been dispensed with. Accordingly, the facility for appointments of proxies by the members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. 4. Explanatory statement pursuant to SEBI (LODR) Regulations, 2015, in respect of re-appointment of the Statutory Auditors of the Company, as proposed under agenda item no. 5 of the notice is annexed. 5. Details of the Director seeking re-appointment at the 15th AGM is provided in Annexure A of this Notice. The Company has received the requisite consents/declarations for the appointment/re-appointment under the Companies Act, 2013 and the rules made thereunder. 6 [Showing first 8,000 characters — download PDF for full document]