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Happiest Minds Technologies Limited — M&A Activity 2024
May 9, 2024
61298_rns_2024-05-09_e62af0d5-0ac0-48d1-8ea1-a73676e062e0.pdf
M&A Activity
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Happiest Minds Technologies Limited Regd. Office: #53/1-4, Hosur Main Road, Madivala, Bengaluru-560068, Karnataka, India CIN of the Co. L72900KA2011PLC057931 P: +91 80 6196 0300, F: +91 80 6196 0700 Website: www.happiestminds.com Email: [email protected]
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May 9, 2024
Listing Compliance & Legal Regulatory BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001 Stock Code: 543227, 974728, 974820 & 975101
Listing & Compliance National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex Bandra East, Mumbai 400 051 Stock Code: HAPPSTMNDS
Dear Sir/Madam,
Subject: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“Listing Regulations”]
Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the Listing Regulations, we wish to inform that Happiest Minds Inc., Company’s wholly owned subsidiary in USA has executed an agreement to purchase 100% Membership interest in Aureus Tech Systems LLC (“ Aureus ”), subject to the terms and conditions set out in the said agreement.
Brief details required under Regulation 30 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023, can be found in the ANNEXURE.
This is for your information and records.
Thanking you, Yours faithfully,
For Happiest Minds Technologies Limited
Digitally signed by DARSHANKAR DARSHANKAR PRAVEEN KUMAR PRAVEEN KUMAR Date: 2024.05.09 07:49:39 +05'30' Praveen Kumar Darshankar Company Secretary & Compliance Officer Membership No. F6706
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Happiest Minds Technologies Limited Regd. Office: #53/1-4, Hosur Main Road, Madivala, Bengaluru-560068, Karnataka, India CIN of the Co. L72900KA2011PLC057931 P: +91 80 6196 0300, F: +91 80 6196 0700 Website: www.happiestminds.com Email: [email protected]
ANNEXURE
Details required under SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 of July 13, 2023
| SL. NO |
PARTICULARS | DETAILS |
|---|---|---|
| a) | Name of the target entity, details in brief such as size, turnover etc. |
Name:Aureus Tech Systems LLC (“Aureus”) Paid-up Capital:US $ 20 K Turnover for CY 2023:US $ 8.3 Mn |
| b) | Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length” |
The transaction does not fall within the ambit of being a related party transaction. Promoters/Promoter Group do not hold any interest in the entity being acquired. |
| c) | Industry to which the entity being acquired belongs |
Information Technology Industry. Aureus is engaged in the business of providing Azure native digital product engineering services in Insurance & Reinsurance and Healthcare & Life Sciences industries. |
| d) | Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity) |
This acquisition strengthens Happiest Minds domain capabilities in Banking, Financial Services, Insurance (BFSI) and Healthcare and Life Sciences verticals while also gaining access to a set of marquee customers |
| e) | Brief details of any governmental or regulatory approvals required for the acquisition |
Not applicable |
| f) | Indicative time period for completion of the acquisition; |
The acquisition is expected to be completed before end of June 2024. |
| g) | Consideration - whether cash consideration or share swap or any other form and details of the same |
Cash |
| h) | Cost of acquisition and/or the price at which the shares are acquired |
Upfront Cash consideration of US$8.5 million and earn outs based on performance |
| i) | Percentage of shareholding / control acquired and / or number of shares acquired |
On completion of the transaction, the Company will own 100% of Membership interest in Aureus Tech Systems LLC. |
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Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, j) history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)
Happiest Minds Technologies Limited Regd. Office: #53/1-4, Hosur Main Road, Madivala, Bengaluru-560068, Karnataka, India CIN of the Co. L72900KA2011PLC057931 P: +91 80 6196 0300, F: +91 80 6196 0700 Website: www.happiestminds.com Email: [email protected]
Aureus is a niche Azure native digital product engineering company focused on digital transformation using Data, AI and Application Modernization.
Country of Presence: USA, India and Canada
Date of Incorporation of Aureus: September 12, 2011
Consolidated Turnover for the last 3 years:
CY 2023 - US $ 8.3 Mn CY 2022 - US $ 7.0 Mn CY 2021 – US $ 5.6 Mn