The National Company Law Tribunal (NCLT), Bengaluru Bench, has approved the composite scheme of arrangement for the merger of PureSoftware Technologies Private Limited with Happiest Minds Technologies . The appointed date for the merger is April 01, 2026. The company received the certified true copy of the final order on June 05, 2026.

Puresoftware Technologies Private Limited is a wholly owned subsidiary of Happiest Minds Technologies. As the transferor company is wholly owned, no shares will be issued as consideration to the shareholders of the transferor company. The equity shares held by the transferee company in the transferor company will be deemed to have been automatically cancelled from the effective date. Additionally, non-cumulative optionally convertible redeemable preference shares in the transferor company shall be cancelled and redeemed.

The scheme was sanctioned under Sections 230 to 232 of the Companies Act, 2013. The order, delivered on May 29, 2026, directs that the scheme is binding on all directors, shareholders, and creditors of the petitioner companies. The tribunal clarified that the approval does not grant exemption from payment of stamp duty, taxes, or any other civil or criminal liability.

The tribunal has directed the petitioner companies to deliver a certified copy of the order to the Registrar of Companies, Karnataka for registration within 30 days. The transferee company must comply with the provisions of Section 170A of the Income Tax Act, 1961 within the stipulated period. Records of the transferor and transferee companies shall be preserved as per the undertakings furnished in accordance with Section 239 of the Companies Act, 2013.

The GSTIN and PAN of the transferor company are required to be surrendered to the respective government departments within one month. The registry is directed to issue formal orders in Form No. CAA-7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, upon the filing of a schedule of properties by the transferee company.

Happiest Minds Technologies Limited reported a 15.1% year-on-year increase in profit after tax (PAT) to ₹21,263 lakh for the financial year ended March 31, 2026. Consolidated revenue from operations grew 12.3% to ₹2,31,511 lakh, while adjusted PAT rose 9.4% to ₹27,863 lakh. The company has issued a revenue growth guidance of 12.5% for FY27. The Board of Directors has recommended a final dividend of ₹3.65 per equity share of face value ₹2 each, taking the total dividend for the year to ₹6.40, subject to shareholder approval.

For Q4, the company's EBITDA margin expanded to 17.5% from 17.4% in the previous quarter, while revenue stood at ₹60,408 lakh, a 10.9% year-on-year increase. Q4 net profit stood at ₹6,117 lakh, up 51.8% quarter-on-quarter. The Board approved the audited financial results, prepared in accordance with Indian Accounting Standards, at its meeting held on May 28, 2026. The company communicated these results to shareholders on June 02, 2026.

Financial Performance

The company's full-year results reflect growth driven by its digital engineering and AI-first strategy. The following table summarizes the key financial metrics for the year ended March 31, 2026, compared to the previous year:

For the quarter ended March 31, 2026, revenue from operations was ₹60,408 lakh. Q4 net profit stood at ₹6,117 lakh. The EBITDA margin for Q4 was 17.5%. The following table presents the key quarterly financial metrics:

Operational Highlights

Happiest Minds achieved an operating margin of 17.4% for FY26, with full-year utilization at 81.4% compared to 77.3% in FY25. The company reported 306 active customers as of March 31, 2026, adding 10 customers during the quarter and 51 during the year. Trailing 12-month attrition stood at 17.0%, down from 17.4% in the previous quarter. The number of billion-dollar corporation clients rose to 91 in FY26. The company's workforce comprised 423 onsite and 6,074 offshore employees as of Q4 FY26.

Revenue Mix and Geography

The earnings presentation provides a detailed breakdown of revenue by vertical, geography, and contract model. Key highlights from the presentation are summarized below:

The number of million-dollar customers stood at 52 as of Q4 FY26, including 4 customers with revenues exceeding $10 million. Customer cohort analysis shows that 58% of FY26 revenue came from customers with a relationship of less than five years, while 42% came from those with over five years.

Dividend and Corporate Actions

The Board has recommended a final dividend of ₹3.65 per equity share for FY26. The record date for determining shareholder eligibility is Friday, July 17, 2026. The dividend will be paid on or after August 4, 2026. The Register of Members will remain closed from Saturday, July 18, 2026, to Tuesday, July 28, 2026.

Auditor Re-appointment

Based on the recommendation of the Audit Committee, the Board approved the re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as the Statutory Auditors for a second term of five consecutive years from FY 2026-27 to FY 2030-31, subject to shareholder approval.