Happiest Minds to merge with ITC Infotech; Promoter Sells 22.1% Stake for ₹1330 Crore
Happiest Minds Technologies Limited will merge with ITC Infotech India Limited. Selling Promoters are selling 22.106% stake for ₹1330 crore to ITC Infotech India Limited. The merger involves a share exchange ratio of 25 equity shares of ITC Infotech for every 81 equity shares of Happiest Minds. Outstanding NCDs will be redeemed by September 26, 2026. The company also plans to shift its registered office from Karnataka to West Bengal.
The merger of Happiest Minds with ITC Infotech and the substantial stake sale by promoters represent a major corporate restructuring that will significantly alter the company's ownership, operational structure, and market position.
The merger with ITC Infotech and the significant stake sale by promoters, coupled with a clear path for amalgamation and office relocation, suggests a strategic move aimed at creating a larger, more competitive entity, which is generally viewed positively by the market.
Happiest Minds Technologies Limited has announced a significant corporate restructuring involving a merger with ITC Infotech India Limited. Concurrently, Selling Promoters, Mr. Ashok Soota and Ashok Soota Medical Research LLP, have executed a share purchase agreement (SPA) with ITC Infotech India Limited for the sale of 3,36,61,700 equity shares, representing 22.106% of the company's paid-up equity share capital. This transaction is valued at an aggregate consideration of ₹13,29,71,77,710 (₹1330 crore), to be consummated in two tranches. The first tranche involves 1,67,50,229 shares at ₹390 each, totaling ₹6,53,25,89,310 (₹653 crore). The second tranche includes 1,69,11,471 shares at ₹400 each, amounting to ₹6,76,45,88,400 (₹676 crore).
The Board of Directors of Happiest Minds Technologies Limited, in its meeting held on August 31, 2026, approved the draft scheme of amalgamation with ITC Infotech India Limited. Upon effectiveness, Happiest Minds Technologies Limited will be amalgamated with and absorbed into ITC Infotech India Limited. As consideration for the amalgamation, ITC Infotech India Limited will issue 25 equity shares of ₹10 each for every 81 equity shares of ₹2 each held by Happiest Minds shareholders. The scheme is subject to necessary statutory and regulatory approvals, including from stock exchanges, the Competition Commission of India, and the National Company Law Tribunal. Outstanding non-convertible debentures of Happiest Minds will be redeemed by September 26, 2026.
Furthermore, the Board approved the execution of a merger framework agreement (MFA) with ITC Infotech India Limited, Mr. Ashok Soota, and Ashok Soota Medical Research LLP, outlining the process for the amalgamation. The Board also approved the proposed shift of the Registered Office of Happiest Minds Technologies Limited from Karnataka to West Bengal, subject to shareholder and regulatory approvals, and approved the convening of a postal ballot for this purpose.
A plain-language summary of a public exchange filing by Happiest Minds Technologies Limited. Read the original for the full detail.