Happiest Minds Technologies Limited announced a substantial secondary transaction where its promoters, Mr. Ashok Soota and Ashok Soota Medical Research LLP, will sell 22.106% of their stake in the company to ITC Infotech India Limited for an aggregate consideration of INR 13,297.18 crore. The transaction will occur in two tranches. Concurrently, the Board approved a Scheme of Amalgamation, proposing Happiest Minds to merge with ITC Infotech India Limited, subject to regulatory and shareholder approvals.
Major Shareholder Transaction and Strategic Merger
In a significant development for Happiest Minds Technologies Limited, its promoter entities, Mr. Ashok Soota and Ashok Soota Medical Research LLP (collectively, “Sellers”), have entered into a Share Purchase Agreement (SPA) with ITC Infotech India Limited (“Purchaser”). This agreement, executed on August 31, 2026, involves the sale of 3,36,61,700 equity shares of Happiest Minds. These shares represent approximately 22.106% of the company’s paid-up equity share capital.
Transaction Details and Consideration
The aggregate consideration for this substantial stake sale is INR 13,29,71,77,710 (Indian Rupees Thirteen Thousand Two Hundred Ninety-Seven Crore, Seventy-One Lakh, Seventy-Seven Thousand, Seven Hundred And Ten only). The transaction is structured into two tranches:
- First Tranche: 1,67,50,229 equity shares (representing 11% of paid-up equity share capital) for INR 6,53,25,89,310.
- Second Tranche: 1,69,11,471 equity shares (representing 11.106% of paid-up equity share capital) for INR 6,76,45,88,400.
The SPA includes standard representations, warranties, and indemnities, along with non-compete and non-solicitation obligations for the Sellers. The completion of this transaction is contingent upon the satisfaction of certain conditions precedent, including regulatory approvals.
Amalgamation with ITC Infotech India Limited
Further to this strategic move, the Board of Directors of Happiest Minds Technologies Limited, in a meeting held on August 31, 2026, approved a Scheme of Amalgamation. This scheme proposes the amalgamation of Happiest Minds Technologies Limited (Transferor Company) with ITC Infotech India Limited (Transferee Company). Upon effectiveness, Happiest Minds will be merged by absorption into ITC Infotech India Limited.
Under the terms of the amalgamation, the Transferee Company will issue 25 fully paid-up equity shares of INR 10 each for every 81 fully paid-up equity shares of INR 2 each held by the shareholders of Happiest Minds. The new shares will be listed on the Stock Exchanges. Outstanding non-convertible debentures of Happiest Minds are to be redeemed by September 26, 2026.
The Scheme is subject to approvals from shareholders, creditors, Stock Exchanges, the Competition Commission of India, and the National Company Law Tribunal. The merger is expected to create a stronger, globally credible platform, enhance operational efficiency, and drive long-term value creation for stakeholders.
Source: BSE
