Happiest Minds Technologies shareholders have approved the proposal to shift the company's registered office from the State of Karnataka to the State of West Bengal. The special resolution was passed through a postal ballot process, concluding on October 2, 2026.

The voting results, disclosed in a filing dated October 5, 2026, indicate that 99.63% of net valid votes cast were in favour of the resolution. Only 0.37% of the votes polled were against the move. The resolution required a special majority under the Companies Act, 2013, which was comfortably met by the participating shareholders.

Voting breakdown and participation

The postal ballot was conducted exclusively through remote e-voting. Out of the total paid-up equity capital of 15,22,74,811 shares as of the cut-off date of August 28, 2026, members holding 8,23,72,315 shares participated in the voting. This represents a participation rate of approximately 54.09% of the total outstanding shares.

What the numbers show

A distinct divergence in sentiment is visible between institutional and non-institutional public shareholders. While promoters voted unanimously in favour, public institutions showed strong support with 99.21% approval. However, non-institutional public shareholders exhibited higher dissent, with 10.48% of their polled votes opposing the resolution. Despite this localized dissent, the overwhelming support from promoters and institutions ensured the resolution passed with a near-unanimous overall margin.

Regulatory compliance and next steps

The scrutinizer's report, submitted by Pradeep B Kulkarni of M/s V Sreedharan and Associates, confirmed that the e-voting process adhered to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013. The notice for the postal ballot was sent electronically to members whose email IDs were available with the company or its registrar.

With the approval secured, Happiest Minds will proceed with the consequent amendment to Clause II of its Memorandum of Association to reflect the new registered office location in West Bengal.

Happiest Minds Technologies Limited saw a freeze placed on 1.69 crore equity shares by ITC Infotech India Limited on September 24, 2026. This action stems from a Share Purchase Agreement signed in August 2026 for the acquisition of promoter stake.

The disclosure was made to stock exchanges under Regulation 29(1) read with Regulation 29(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The frozen shares represent 11.106% of the target company's total share capital. The freeze acts as a non-disposal undertaking from Mr. Ashok Soota, a promoter and member of the promoter group.

Deal Structure and Ownership Status

ITC Infotech entered into the agreement with Mr. Ashok Soota and Ashok Soota Medical Research LLP on August 31, 2026. The agreement covers the acquisition of 3,36,61,700 equity shares. However, the current filing specifically addresses the freeze on 1,69,11,471 shares, which are proposed to be transferred to ITC Infotech.

A critical distinction in this disclosure is the ownership status. ITC Infotech clarified that it does not currently hold any beneficial or economic interest, nor does it possess voting rights over these shares. The legal and beneficial interest remains with the sellers until the transaction is completed according to the terms set out in the Share Purchase Agreement.

Regulatory Compliance and Future Transfer

The freeze was created in the depository system to comply with SEBI Master Circular guidelines. This procedural step ensures that the shares cannot be disposed of by the promoters while the acquisition process is underway. Once the conditions of the SPA are met, the hold will be released, and the shares will be transferred to ITC Infotech.

The total diluted share capital of Happiest Minds Technologies remains unchanged at ₹30,45,49,622, comprising 15,22,74,811 equity shares of ₹2 each. The pre-acquisition holding of the acquirer and persons acting in concert was nil.