Happiest Minds Technologies Limited — Proxy Solicitation & Information Statement 2025

Aug 5, 2025

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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

August 05, 2025

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, 974820 & 975101 Stock Code: HAPPSTMNDS

Dear Sir/Madam,

Sub: Notice of Postal Ballot

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Notice of the Postal Ballot dated August 05, 2025 seeking approval of the members of the Company for the following matters:

Sl. No.	Resolution	Type of Resolution
1	To consider and approve the re-appointment of Mr. Joseph Vinod Kumar Anantharaju (DIN: 08859640) as Whole-time Director of the Company designated as Co-Chairman & CEO.	Special
2	To consider and approve the re-appointment of Mr. Venkatraman Narayanan (DIN: 01856347) as Whole-time Director of the Company designated as Managing Director.	Special

The Notice of Postal Ballot along with the instructions regarding e-voting has been sent to the registered email address of the members whose names appear in the register of members/list of beneficial owners as on the Cut-off date i.e. Friday, August 01, 2025 . The members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in the Notice.

The remote e-voting shall commence on Wednesday, August 06, 2025 at 9:00 am (IST) and shall end on Thursday, September 04, 2025 at 5:00 pm (IST). The results of e-voting will be announced within two working days from the end of remote e-voting and will be displayed on the website of the Company.

The Notice will also be made available on the website of the Company at https://www.happiestminds.com/investors/

This is for your information and records.

Thanking you, Yours faithfully,

For Happiest Minds Technologies Limited

DARSHANKAR Digitally signed by DARSHANKAR PRAVEEN KUMAR PRAVEEN KUMAR Date: 2025.08.05 14:54:11 +05'30'

Praveen Kumar Darshankar Company Secretary & Compliance Officer Membership No. F6706

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Happiest Minds Notice of Postal Ballot 2025

HAPPIEST MINDS NOTICE OF POSTAL BALLOT

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Happiest Minds Notice of Postal Ballot 2025

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HAPPIEST MINDS TECHNOLOGIES LIMITED

(CIN No. L72900KA2011PLC057931) Registered Office: #53/1-4, Hosur Main Road, Madivala (Next to Madivala Police Station), Bengaluru-560068, Karnataka, India P: +91 80 6196 0300, F: +91 80 6196 0700; Email: investors@happiestminds.com; Website: www.happiestminds.com

NOTICE OF POSTAL BALLOT [Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014]

Notice is hereby given, pursuant to Section 108, 110 and other applicable provisions, if any of the Companies Act, 2013 (hereinafter referred to as the ‘Act’) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, read with General Circular No. 09/2024 dated September 19, 2024 read with other relevant Circulars issued by the Ministry of Corporate Affairs, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”), Secretarial Standards on General Meetings ('SS-2') issued by the Institute of Company Secretaries of India (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time), and pursuant to other applicable laws and regulations, that the Resolutions as set out in this Notice are proposed for consideration by the members of the Happiest Minds Technologies Limited (“ Company ”), for passing through Postal Ballot by remote e-voting ("e-voting”) only .

SPECIAL BUSINESS

1. To consider and approve the re-appointment of Mr. Joseph Vinod Kumar Anantharaju (DIN: 08859640) as Whole-time Director of the Company designated as Co-Chairman & CEO.

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution :

“ RESOLVED THAT subject to the approval of Central Government and in accordance with the provisions of Section 196, 197,203, Schedule V and other applicable provisions of the Companies Act, 2013 ( “Act” ) read with the relevant Rules made thereunder (including any amendments, modifications or re-enactment for the time being in force), the relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of the Articles of Association of the Company and the recommendation of Nomination Remuneration and Board Governance Committee and approval of the Board of Directors, consent of the members of the Company be and is hereby accorded to reappoint Mr. Joseph Vinod Kumar Anantharaju (DIN: 08859640), who was appointed as Whole-time Director of the Company for a term of five (5) years, commencing from November 04, 2020 to November 03, 2025 and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act, proposing his candidature for the office of Director, be and is hereby re-appointed as Whole-time Director designated as Co-Chairman & CEO, for a further period of five (5) years from November 04, 2025 to November 03, 2030, at the existing terms and conditions with further liberty to the Board (which term shall be deemed to include the Nomination, Remuneration and Board Governance Committee, constituted by the Board) to alter

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from time to time, the terms and conditions, in such manner as may be agreed to between the Board and Mr. Joseph Vinod Kumar Anantharaju in the best interest of the Company.”

“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.”

2. To consider and approve the re-appointment of Mr. Venkatraman Narayanan (DIN: 01856347) as Whole-time Director of the Company designated as Managing Director.

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution :

“RESOLVED THAT in accordance with the provisions of Section 196, 197, 203, Schedule V and other applicable provisions of the Companies Act, 2013 ( “Act” ) read with the relevant Rules made thereunder (including any amendments, modifications or re-enactment for the time being in force), the relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of the Articles of Association of the Company and the recommendation of Nomination Remuneration and Board Governance Committee and approval of the Board of Directors, consent of the members of the Company be and is hereby accorded to re-appoint Mr. Venkatraman Narayanan (DIN: 01856347), who was appointed as Whole-time Director of the Company for a term of five (5) years, commencing from November 04, 2020 to November 03, 2025 and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act, proposing his candidature for the office of Director, be and is hereby re-appointed as Whole-time Director designated as Managing Director, for a further period of five (5) years from November 04, 2025 to November 03, 2030, at the existing terms and conditions, with further liberty to the Board (which term shall be deemed to include the Nomination, Remuneration and Board Governance Committee, constituted by the Board) to alter from time to time, the terms and conditions, in such manner as may be agreed to between the Board and Mr. Venkatraman Narayanan in the best interest of the Company.”

“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: #53/1-4, Hosur Main Road, Madivala (Next to Madivala Police Station), Bengaluru-560068, Karnataka, India Date: August 05, 2025 Place: Bengaluru

By Order of the Board For HAPPIEST MINDS TECHNOLOGIES LIMITED

Praveen Kumar D Company Secretary & Compliance Officer Membership No. F6706

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Notes:

1. Pursuant to Section 110 of the Act read with Rule 22 of the Companies (Management and Administration) Rules, 2014 along with details in terms of Regulation 36(3) of the LODR Regulations, stating all material facts and the reason/rationale for the proposed resolutions is annexed herewith and in compliance with General Circular No. 09/2024 dated September 19, 2024, and other relevant Circulars issued by the Ministry of Corporate Affairs, this Notice of Postal Ballot along with the instructions regarding e-voting is being sent only by email to all those members, whose email addresses are registered with the Company’s RTA, KFin Technologies Limited or with the depository(ies)/ depository participants and whose names appear in the register of members/list of beneficial owners as on the Cut-off date i.e. Friday, August 01, 2025 . The Company will not be sending a hard copy of this Notice and the communication of the assent or dissent of the members shall be through the remote e-voting system only.

2. All the members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in this Notice. Any person who is not a member on the Cut-off date shall treat this Notice for information purposes only. The voting rights of members shall be in proportion to their paid-up equity share capital of the Company as on the said Cut-off date.

3. The Notice of Postal Ballot has been uploaded on the website of the Company at www.happiestminds.com. The Notice is also accessible from the websites of the stock exchanges i.e. Bombay Stock Exchange Limited and National Stock Exchange of India Limited at https://www.bseindia.com/ and https://www.nseindia.com/ respectively. The same is also available on the website of RTA at https://evoting.kfintech.com/.

4. The Explanatory statement for the proposed resolution pursuant to Section 102 and other applicable provisions of the Companies Act, 2013, setting out material facts concerning the item of special business is annexed hereto and forms part of this Notice.

5. The remote e-voting period begins on Wednesday, August 06, 2025, at 9.00 a.m. (IST) and ends on Thursday, September 04, 2025, at 5.00 p.m. (IST). During this period, the members of the Company holding shares in dematerialized form as on the Cut-off date, may cast their vote electronically. Detailed instructions for remote e-voting, the process to receive Notice and login credentials is placed at ANNEXURE B of this notice.

6. Institutional / Corporate members (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to vote electronically during the remote e-voting period. The said Resolution/Authorization should be sent electronically through their registered email address to the Scrutinizer at compliance@sreedharancs.com with a copy marked to investors@happiestminds.com.

7. The Company has appointed Mr. V Sreedharan, (FCS 2347; CP 833) or in his absence Mr. Pradeep B Kulkarni, (FCS 7260; CP 7835), Partners of V Sreedharan and Associates, Practicing Company Secretaries, Bengaluru as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

8. The resolution, if approved, shall be deemed to have been passed on the last date of voting, that is September 04, 2025. The resolution passed by the members through the postal ballot is deemed to have been passed as if, they have been passed at a General Meeting of the members.

9. The Scrutinizer will submit their report after completion of the scrutiny of the e-voting, and the results of the e- voting by Postal Ballot will be announced within 2 working days from the conclusion of e-voting i.e on or before on Monday, September 08, 2025 and the same shall be placed on the Company’s website at www.happiestminds.com/investors and the website of RTA at https://evoting.kfintech.com/ and shall also be communicated to the stock exchanges viz BSE Limited & National Stock Exchange of India Limited, where the shares of the Company are listed.

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EXPLANATORY STATEMENTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item no. 1

Your Directors’ based on the recommendation of the Nomination, Remuneration and Board Governance Committee, at their meeting held on July 29, 2025, recommended and approved the re-appointment of Mr. Joseph Vinod Kumar Anantharaju (DIN: 08859640) as Whole-time Director of the Company designated as CoChairman & CEO, with effect from November 04, 2025, for a further period of five (5) years, subject to the approval of members and Central Government.

Mr. Joseph Vinod Kumar Anantharaju has been associated with the Company for over fourteen years, during which he has been the key driver of the Company’s growth and profitability since its inception and has played a pivotal role in driving the Company’s strategic growth and overall business performance. He, being one of the co-founders of Happiest Minds, held the position of Executive Vice Chairman and President & Chief Executive Officer of the PDES Division up to March 19, 2025. Subsequently, he has been re-designated as Co-Chairman and Chief Executive Officer of the Company. He is responsible for all the business divisions of Happiest Minds: Product & Digital Engineering Services (PDES), Infrastructure Management & Security Services (IMSS) and GenAI Business Services (GBS). He has played a key role in establishing the Product Engineering business unit, which helped in substantiating the Company’s digital credentials and contributed towards a highly successful IPO.

Mr. Joseph Vinod Kumar Anantharaju has over 30 years of professional experience. Joseph holds a Bachelor of Engineering degree from BITS Pilani and a PGDM from IIM Ahmedabad. Prior to Happiest Minds, Joseph owned the P&L responsibility at Mindtree for the Microsoft Strategic Business Unit, which contributed 8% of the Company’s revenues at the time of his departure. In this role, Joseph devised and implemented a strategic program that resulted in Mindtree establishing themselves as one of the largest vendors of Microsoft while becoming their engineering partner of choice. Before making his foray into the world of technology, Joseph spent the early part of his career in banking and manufacturing, which has allowed him to develop a broader perspective.

As per conditions specified in Part 1 of Schedule V of the Companies Act, 2013, a Whole-time Director should be resident in India. Since, Mr. Joseph Vinod Kumar Anantharaju is non-resident Indian, his re-appointment would be in variation of said conditions and therefore, the Company will accordingly make an application to Central Government for their re-approval in Form MR-2.

As per Regulation 17(1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to obtain approval of members for re-appointment of a person on the Board of Directors at the next general meeting or within a period of three months from the date of re-appointment, whichever is earlier.

The Company has received a notice in writing pursuant to Section 160 of the Companies Act, 2013, from a Member signifying his intention to propose the candidature proposing re-appointment of Mr. Joseph Vinod Kumar Anantharaju as Whole-time Director designated as Co-Chairman & CEO. The Company has also received requisite consent and declarations from Mr. Joseph Anantharaju for his re-appointment, as required under the Act and rules made thereunder.

All other relevant details of Mr. Joseph Vinod Kumar Anantharaju and information as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and under Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India, are mentioned in ANNEXURE A attached to this Notice.

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This explanatory statement and the resolution at Item No. 1 which outlines the terms and conditions may also be read and treated as disclosure in compliance with the requirement of Section 190 & 196 of the Companies Act, 2013.

The Company wishes to retain his services, in light of his vast knowledge and experience, which has helped and guided the Company in the expansion of its operations and in reaching new milestones. Since his continuation as Co-Chairman & CEO is very much essential to the Company, your Directors based on the recommendation of Nomination, Remuneration and Board Governance Committee have re-appointed Mr. Joseph Vinod Kumar Anantharaju as Whole-time Director designated as Co-Chairman & CEO, with effect from November 04, 2025, for a further period of five (5) years, subject to the approval of members and Central Government. Hence appropriate resolutions have been placed before the members in the manner proposed in Item No. 1, to be passed by way of a Special Resolution.

In terms of Section 102(1) of the Companies Act, 2013, it is submitted that except for Mr. Joseph Vinod Kumar Anantharaju none of the Directors or Key Managerial Personnel of the Company or their relatives is directly or indirectly, concerned or interested, financial or otherwise, in the passing of the aforesaid resolution except to the extent of their shareholding, if any, in the Company.

Item no. 2

Based on the recommendation of the Nomination, Remuneration and Board Governance Committee, at their meeting held on July 29, 2025, recommended and approved the re-appointment of Mr. Venkatraman Narayanan (DIN: 01856347) as Whole-time Director of the Company designated as Managing Director, with effect from November 04, 2025 for a further period of five (5) years, subject to the approval of members .

Mr. Venkatraman Narayanan has been associated with the Company for over ten years, during which he has been the pillar and mind behind Happiest Minds’ financial strategies. He served as Managing Director & Chief Financial Officer until June 12, 2025. Thereafter, he continues as the Managing Director of the Company. He has over 30 years of experience in the areas of general management, operations, finance, & law and is a fellow member of the Institute of Chartered Accountants of India and holds a bachelor’s degree in commerce and another in law. He started his career as a Consultant with Arthur Andersen advising and assisting foreign companies setting up operations in India. While assisting SAP establish its Indian operations, he moved into the IT Industry.

Throughout his executive career, he has served as Chief Financial Officer of Sonata Software Limited, TeamLease Services Limited, Perot Systems TSI (India) Limited, Transworks Information Services Limited, MindTree Limited, Director of Operations Oracle and Consultant at Arthur Andersen. He has also been on the Board of Directors of Sonata’s subsidiaries and Perot Systems.

As per Regulation 17(1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to obtain approval of members for re-appointment of a person on the Board of Directors at the next general meeting or within a period of three months from the date of re-appointment, whichever is earlier.

The Company has received a notice in writing pursuant to Section 160 of the Companies Act, 2013, from a Member signifying his intention to propose the candidature proposing re-appointment of Mr. Venkatraman Narayanan as Whole-time Director designated as Managing Director. The Company has also received requisite consent and declarations from Mr. Venkatraman Narayanan for his re-appointment, as required under the Act and rules made thereunder.

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All other relevant details of Mr. Venkatraman Narayanan and information as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and under Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India, are mentioned in ANNEXURE A attached to this Notice.

This explanatory statement and the resolution at Item No. 2 which outlines the terms and conditions may also be read and treated as disclosure in compliance with the requirement of Section 190 & 196 of the Companies Act, 2013.

Considering his deep knowledge, expertise and experience in the Company’s core business operations, strategy, governance etc., the Nomination, Remuneration and Board Governance Committee are satisfied that Mr. Venkatraman Narayanan’s working background and experience are aligned to the role and capabilities sought by the Company and accordingly your Directors seek your approval for the re-appointment of Mr. Venkatraman Narayanan as Whole-time Director designated as Managing Director, with effect from November 04, 2025, for a further period of five (5) years, subject to the approval of members. Hence appropriate resolution has been placed before the members in the manner proposed in Item No. 2, to be passed by way of a Special Resolution.

In terms of Section 102(1) of the Companies Act, 2013, it is submitted that except for Mr. Venkatraman Narayanan none of the Directors or Key Managerial Personnel of the Company or their relatives is, directly or indirectly, concerned or interested, financial or otherwise, in the passing of the aforesaid resolution except to the extent of their shareholding, if any, in the Company.

Registered Office:

53/1-4, Hosur Main Road, Madivala (Next to Madivala Police Station), Bengaluru-560068, Karnataka, India Date: August 05, 2025 Place: Bengaluru

By Order of the Board For HAPPIEST MINDS TECHNOLOGIES LIMITED

Praveen Kumar D Company Secretary & Compliance Officer Membership No. F6706

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ANNEXURE A

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Profile of Directors being proposed for appointment

(Pursuant to Reg. 36 (3) of the SEBI Listing Regulations and Secretarial Standard – 2 issued by the Institute of Company Secretaries of India)

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Name of the Director Mr. Joseph Vinod Kumar Anantharaju Mr. Venkatraman Narayanan
DIN 08859640 01856347
Date of birth (Age) March 01, 1971 (54 years) April 29, 1971 (54 years)
Date of appointment He was first appointed on the Board He was first appointed on the Board
on November 04, 2020, as Executive on January 16, 2018, as Executive
Vice Chairman Director
Qualification BE, MBA B.Com, LLB, FCA
Experience & expertise in Over 30 years of experience in the Over 30 years of experience in the
specific functional areas areas of strategy, sales & marketing, area of finance, accounts and
operations and management. management.
Directorships held in Nil  Govardhan Trading Company
other Companies in India Private Limited
 PureSoftware Technologies
Private Limited
 AureusTech Systems Private
Limited
 Happiest Health Systems Private
Limited
Chairmanship / Nil  PureSoftware Technologies
Membership of Private Limited:
Committees held in other
-Nomination and Remuneration
Companies in India
Committee (Chairperson)
-Corporate Social Responsibility
Committee (Chairperson)
Listed Entities from which None None
they have resigned as
Director in past 3 years
Mr. Venkatraman Narayanan is not
Relationship with other Mr. Joseph Vinod Kumar Anantharaju
is not related to any Director or Key related to any Director or Key
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Directors and KMP Managerial Personnel (KMP) of the Managerial Personnel (KMP) of the
Company. Company.
No. of Shares held in the 3,75,000 (0.24%) 2,75,000 (0.18%)
Company (% to total
capital)
Terms and conditions of Term of appointment: 5 (Five years), Term of appointment: 5 (Five years),
appointment i.e. from November 04, 2025 to i.e. from November 04, 2025 to
November 03, 2030. November 03, 2030.
The appointment is subject to As a Whole-time Director designated
approval of Central Government. as Managing Director, he is liable to
retire by rotation
As a Whole-time Director designated
as Co- chairman & CEO, he is liable to
retire by rotation
Details of Remuneration US$ 7,00,000 per annum INR 4,00,00,000 per annum
sought to be paid
Remuneration last drawn, US$ 7,00,000 per annum INR 4,00,00,000 per annum
if applicable
Date of first appointment November 04, 2020 January 16, 2018
on the Board
Number of Meetings of Attended 4 out of 4 Board meeting Attended 4 out of 4 Board meeting
the Board attended during from the beginning of the Financial from the beginning of the Financial
the year 2025-26 Year up to the date of this notice. Year up to the date of this notice.
Justification for NA NA
appointment as
Independent Director
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ANNEXURE B

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Detailed instructions for remote e-voting, the process to receive Notice and login credentials by are given below:

1. INSTRUCTION FOR REMOTE E-VOTING:

Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the Listing Regulations and applicable Circulars, the Company is offering the facility of remote e-voting to its members. The facility of casting votes by a member using a remote e-voting system will be provided by Company’s RTA – M/s KFin Technologies Limited.

(a) Login method for e-voting: Applicable only for Individual shareholders holding securities in Demat

As per the SEBI circular dated December 9, 2020, on e-voting facility provided by Listed Companies, Individual shareholders holding securities in Demat mode are allowed to vote through their demat account maintained with their respective Depositories and Depository Participants as detailed below. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.

Option 1 – Login through Depositories

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NSDL CDSL
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NSDL CDSL	NSDL CDSL	NSDL CDSL
	1. For OTP based login: (i)Go to URL: https://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp (ii) Enter 8-digit DP ID, 8-digit client ID, PAN No, verification code and generate OTP for login. (iii) Enter the OTP received on registered mobile number/email id and click on log in. (iv) After successful authentication, member will be redirected to NSDL Depository site wherein member can see e-voting page. (v)Click on the Company name or e-voting service provider name and member will be redirected to e-voting service provider website for casting vote during the remote e-voting period or joining virtual meeting & voting during the meeting. 2. Members who have already registered and opted for IDeAS facility to follow below steps: (i)Go toURL:https://eservices.nsdl.com (ii)Click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. Thereafter enter the	1. Members who have already registered and opted for Easi / Easiest to follow below steps: (i) Go to URL: https://web.cdslindia.com/myeasitoken/home/login ; or URL: www.cdslindia.com and then go to Login and select New System Myeasi (ii) Login with user id and password. The option will be made available to reach e-voting page without any further authentication. (iii)Click on company name or e-voting service provider name to cast your vote during the remote e-voting period. 2. User not registered for Easi/Easiest (i)Option to register is available at (ii)Proceed with completing the required fields. 3. First-time users can visit the e-voting website directly and follow the process below: (i)Go to URL:www.cdslindia.com (ii)Click on the icon “e-voting” (iii)Provide demat Account Number and PAN No. (iv)System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. https://web.cdslindia.com/myeasitoken/home/login ;

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existing User ID and Password.

(iii) Post successful authentication, Members will be able to see e-voting service under ‘Value Added Services’. Click on“Access to e-Voting” under e-voting services, after which the e-voting page will be displayed.

• (v) After successful authentication, the user will be provided links for the respective ESP where the e- Voting is in progress.

• (vi) Click on the company name and you will be redirected to e-voting service provider website for casting your vote during the remote e-Voting period.

(iv) Click on the company name or e-Voting service provider and you will be redirected to e-Voting service provider website for casting the vote during the remote e-Voting period.

3. User not registered for IDeAS e-Services

(i)To register click on link:

https://eservices.nsdl.com (Select “Register Online for IDeAS”)

or

https://eservices.nsdl.com/SecureWeb/IdeasDir ectReg.jsp

(ii)Proceed with completing the required fields.

4. First-time users can visit the e-voting website directly and follow the process below:

(i)Go to URL: https://www.evoting.nsdl.com/

• ) (ii)Click on the icon “Login” which is available under ‘Shareholder/Member’ section.

(iii)Enter User ID (i.e. 16-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

(iv)Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page.

• ) (v)Click on the company name or e-voting service provider name and you will be redirected to e- voting service provider website for casting your vote during the remote e-voting period.

Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for a seamless voting experience.

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Option 2 - Login through Depository Participants.

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. Once login, you will be able to see e-voting option. Click on e- voting option and you will be redirected to NSDL/CDSL Depository site after successful authentication. Click on the company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-Voting period.

Important note:

Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password - option available at the above mentioned website. For any technical issues, Members may contact as below:

	NSDL		CDSL
	NSDL helpdesk by email to: evoting@nsdl.co.in or call at toll-free no.: 1800 1020 990 or 1800 22 44 30		CDSL helpdesk by email to: helpdesk.evoting@cdslindia.com or call at 022- 23058738 or 22-23058542-43

(b) Login method for e-Voting: Applicable only for Members holding shares in physical form and for NonIndividual Members (holding shares either in physical or demat):

Please access the RTA’s e-voting platform at the URL: https://evoting.kfintech.com/

Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from RTA which will include details of e-voting Event Number (EVEN) i.e., 9011, USER ID and password. Members are requested to use these credentials at the Remote Voting Login at the above-mentioned URL.

In case of physical folio, User ID will be EVEN (E-Voting Event Number), followed by folio number. In case of Demat account, User ID will be the member’s DP ID and Client ID. After entering the credentials member can click on “LOGIN”. Member can now reach password change menu where he is required to mandatorily change the password. After changing the password, member need to login again with the new credentials.

Alternatively, if the member is already registered with RTA’s e-voting platform, then he can use their existing User ID and password for casting the vote through remote e-voting. If they have forgotten the password, then they may click “forgot password” and enter Folio No. or DP ID Client ID and PAN to generate a password.

On successful login, the system will prompt member to select the “EVEN” and click on “Submit”

On the voting page, member will have to enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, they may partially enter any number in “FOR” and partially “AGAINST” however, the total number in “FOR/AGAINST” taken together shall not exceed member’s total shareholding as mentioned herein above. Member may choose the option “ABSTAIN”. If the member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat accounts. If the member does not desire to cast the vote, it will be treated as “ABSTAINED”

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Member may cast the vote by selecting an appropriate option and click on “Submit”. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once member has voted on the resolution, he will not be allowed to modify the vote. During the voting period, members can login any number of times till they have voted on the resolution.

2 . OTHER GENERAL INSTRUCTION FOR REMOTE E-VOTING:

a) The remote e-voting facility will be available during the following period:

a) The remote e-voting facility will be available during the following period:	a) The remote e-voting facility will be available during the following period:
Start date and time Wednesday, August 06, 2025, at 09.00 a.m. IST
End date and time	Thursday, September 04, 2025, at 05.00 p.m. IST

During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, August 01, 2025 i.e., cut-off date, may cast their vote electronically.

b) The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled/blocked by RTA upon expiry of the aforesaid period. Once the vote on a resolution is cast by the Member(s), they shall not be allowed to change it subsequently or cast the vote again.

c) In case of any query pertaining to e-voting, please refer Help’ or ‘FAQs' and 'User Manual for shareholders' available at the 'Download' section on the website (bottom corner) of our RTA at https://evoting.kfintech.com/. Member may also call RTA at toll free number 1-800-3094-001 or send an e-mail request to einward.ris@kfintech.com for all e-voting related matters.

3. GENERAL INSTRUCTIONS FOR MEMBERS:

The Scrutiniser shall, immediately after the conclusion of e-voting, unlock the votes cast through remote e- voting and make a Scrutiniser’s report of the total votes cast in favour or against, if any, and submit the report to the Chairperson of the Company or any person authorized in that respect, who shall countersign the same and thereafter announce the results of the e-voting. The results declared along with the scrutinizer’s report shall be placed on the Company’s website at http://www.happiestminds.com/investors and the website of RTA at https://evoting.kfintech.com and shall also be communicated to the stock exchanges viz BSE Limited & National Stock Exchange of India Limited where the shares of the Company are listed.

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Summarized information at a glance:

Particulars	Details
E-voting Start time and date	Wednesday, August 06, 2025, at 09.00 a.m IST
E-voting end time and date	Thursday, September 04, 2025, at 05.00 p.m IST
Cut-off date to determine eligible members to vote on the resolutions	August 01, 2025
E-voting website links (Please use as applicable to you)	https://evoting.kfintech.com/ https://eservices.nsdl.com https://web.cdslindia.com/myeasitoken/home/login
E-voting Event Number (EVEN)	9011
Contact details of RTA	Mr. Umesh Pandey, Manager KFin Technologies Limited Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana Email ids: einward.ris@kfintech.com umesh.pandey@kfintech.com Website: https://www.kfintech.com Toll free number: 1- 800-309-4001

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Happiest Minds Notice of Postal Ballot 2025

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About Happiest Minds Technologies
Happiest Minds Technologies Limited (NSE: HAPPSTMNDS), a Mindful IT Company,
enables digital transformation for enterprises and technology providers by delivering seamless customer
experiences, business efficiency and actionable insights. We do this by leveraging a spectrum of disruptive
technologies such as: artificial intelligence, blockchain, cloud, digital process automation, internet of
things, robotics/drones, security, virtual/ augmented reality, etc. Positioned as ‘Born Digital . Born Agile’,
our capabilities span Product & Digital Engineering Services (PDES), Generative AI Business Services (GBS)
and Infrastructure Management & Security Services (IMSS). We deliver these services across industry
groups: Banking, Financial Services & Insurance (BFSI), EdTech, Healthcare & Life Sciences, Hi-Tech and
Media & Entertainment, Industrial, Manufacturing, Energy & Utilities, and Retail, CPG & Logistics. The
company has been recognized for its excellence in Corporate Governance practices by Golden Peacock and
ICSI. A Great Place to Work Certified™ company, Happiest Minds is headquartered in Bengaluru, India with
operations in the U.S., UK, Canada, Australia, and the Middle East.
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www.happiestminds.com

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