Happiest Minds Technologies Limited has executed a Share Purchase Agreement (SPA) to transfer AureusTech Systems Private Limited (“Aureus India”) from its Wholly Owned USA-based Subsidiary, Happiest Minds Inc. As part of a broader restructuring strategy aimed at simplifying its holding structures, this transaction will ensure that Aureus India becomes a wholly-owned subsidiary of Happiest Minds Technologies once the transfer is completed.

Transaction Overview:

• Acquiring Entity: Happiest Minds Technologies Limited (Company)
• Target Entity: AureusTech Systems Private Limited (Aureus India)
• Transaction Value: ₹16.24 Crores (₹16,240,0324)
• Transaction Type: Cash Consideration
• Completion Date: Expected by End of February 2025

Transaction Details:

The transaction is part of a restructuring effort undertaken by Happiest Minds to rationalize its holding structures and simplify its step-down subsidiaries. Following the completion of the transfer, Aureus India will no longer be a step-down subsidiary but will instead be directly owned by Happiest Minds Technologies, further streamlining its operations.

The acquisition of Aureus India, a company operating in the Information Technology industry, marks an important step in the corporate restructuring that began after Happiest Minds Inc. acquired 100% equity in Aureus LLC earlier this year. Aureus India, which had been operating as a step-down subsidiary through its US parent company, will now be a direct subsidiary of Happiest Minds Technologies.

Related Party Transaction:

This deal is considered a related party transaction due to the relationship between Happiest Minds Technologies and its wholly-owned subsidiary, Happiest Minds Inc. However, promoters and promoter group do not hold any interest in Aureus India, and the transaction is being carried out at arm’s length.

Financial Overview of Aureus India:

• Incorporation Date: April 26, 2019
• Turnover:
  • FY 2021-22: ₹15.76 Crores
  • FY 2022-23: ₹36.13 Crores
  • FY 2023-24: ₹45.53 Crores
• Presence: India
• Industry: Information Technology

Strategic Impact:

This acquisition will help streamline Happiest Minds Technologies’ operations by consolidating its subsidiary structure. With Aureus India becoming a direct subsidiary, the company aims to ease the process of mergers and holding structure simplifications in the near future. This strategic move also enhances Happiest Minds' presence and capabilities within the IT industry.

The company plans to complete the acquisition and initiate further steps of consolidation by the end of February 2025.

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