Happiest Minds Technologies Limited announced a major secondary transaction where promoters, Mr Ashok Soota and Ashok Soota Medical Research LLP, will sell 22.106% of their equity shares to ITC Infotech India Limited for a staggering ₹13,297 crore. This deal will be consummated in two tranches. Concurrently, the Board approved a scheme of amalgamation with ITC Infotech India Limited, whereby Happiest Minds will merge with ITC Infotech.
Major Promoter Stake Sale and Amalgamation Approved
Happiest Minds Technologies Limited has disclosed two significant corporate actions: a substantial stake sale by its promoters and an approved scheme of amalgamation with ITC Infotech India Limited. The disclosures, made on August 31, 2026, signal a major shift in the company’s ownership structure and operational integration.
Secondary Transaction Details
Mr Ashok Soota and Ashok Soota Medical Research LLP, collectively referred to as the “Selling Promoters,” have entered into a Share Purchase Agreement (SPA) with ITC Infotech India Limited (“Purchaser”) for the sale of 3,36,61,700 equity shares of Happiest Minds. These shares represent 22.106% of the paid-up equity share capital of the Company. The aggregate consideration for this sale is a substantial INR 13,29,71,77,710 (approximately ₹13,297 crore).
The transaction will be consummated in two tranches:
- Tranche 1: 1,67,50,229 equity shares (representing 11% of paid-up equity share capital) for a consideration of INR 6,53,25,89,310.
- Tranche 2: 1,69,11,471 equity shares (representing 11.106% of paid-up equity share capital) for a consideration of INR 6,76,45,88,400.
The SPA includes standard representations, warranties, and indemnities, along with non-compete and non-solicitation clauses for a specified period. The consummation of this transaction is subject to satisfaction of precedent conditions, including necessary statutory approvals. Importantly, the management or control of Happiest Minds is not expected to be impacted by this SPA.
Scheme of Amalgamation with ITC Infotech
In a parallel development, the Board of Directors of Happiest Minds Technologies Limited has approved a Scheme of Amalgamation with ITC Infotech India Limited. Following the recommendations of its Audit Committee and Independent Directors Committee, the Board has sanctioned the draft scheme, which is subject to statutory and regulatory approvals.
Under the proposed scheme, Happiest Minds Technologies Limited (the “Transferor Company”) will merge by absorption with ITC Infotech India Limited (the “Transferee Company”). Upon the scheme becoming effective, ITC Infotech will issue and allot 25 fully paid-up equity shares of INR 10 each of the Transferee Company for every 81 fully paid-up equity shares of INR 2 each held by the shareholders of Happiest Minds (excluding the Transferee Company itself), as on the Record Date.
The new equity shares to be issued will rank pari passu with the existing shares of ITC Infotech and will be listed on the BSE Limited and the National Stock Exchange of India Limited. Outstanding non-convertible debentures of Happiest Minds are to be redeemed by September 26, 2026.
The rationale for the amalgamation includes creating a unified, globally credible platform, achieving greater synergies, enhancing operational efficiency, and expanding market reach. The scheme is considered to be in the best interest of shareholders, creditors, employees, and other stakeholders.
Other Board Approvals
The Board also approved the execution of a Merger Framework Agreement (MFA) with ITC Infotech India Limited, Mr Ashok Soota, and Ashok Soota Medical Research LLP, detailing the process of the amalgamation. Additionally, the Board approved the shifting of the Registered Office of the Company from Karnataka to West Bengal, subject to shareholder and regulatory approvals, and the convening of a postal ballot for shareholder approval.
Source: BSE
