Happiest Minds Technologies Limited – NSE: HAPPSTMNDS / BSE: 543227, 975101

Introduction

On 31 August 2026, Happiest Minds Technologies Limited (Happiest Minds) filed a listing‑compliance notice with the BSE and NSE, enclosing a press release announcing a definitive merger agreement with ITC Infotech India Limited. The announcement outlines the strategic rationale, transaction structure, and forward‑looking expectations for the combined entity.

Key Highlights of the Merger

Transaction Structure

• Merger Type: Share‑swap combination of Happiest Minds and ITC Infotech.
• Share Exchange Ratio: Holders of 81 Happiest Minds shares will receive 25 ITC Infotech shares.
• Minority Stake Sale: ITC Infotech will acquire an aggregate ~22.1 % minority stake in Happiest Minds from the promoter and promoter entities for ₹1,330 cr (≈₹395 per share).
• Promoter Ownership Post‑Merger: ITC Limited will hold ~73.4 % of the merged company.

Expected Scale & Financial Targets

• Revenue Goal: US$ 1 billion annual revenue by FY 2028.
• Pro‑forma FY 2026 Revenue: Approximately ₹7,033.1 cr.
• Employee Base: Over 19,000 professionals.
• Customer Base: More than 8,001 customers across 30+ countries.

Strategic Rationale

Dimension	Highlights
Scale	Combined platform to compete for larger global transformation programmes.
Capabilities	Integration of ITC Infotech’s SAP, PLM, Industry 4.0 expertise with Happiest Minds’ AI, digital, cloud, data, and cybersecurity strengths.
Industry Diversification	Deep expertise across CPG, Hospitality, Manufacturing, EdTech, BFSI, Healthcare, etc., delivering a resilient revenue mix.
Geographic Reach	Expanded presence in North America (~38 %) and Europe (~31 %) alongside existing operations in Asia, Middle East, Africa, and Australia.
Culture	Shared people‑centric, client‑first values aimed at fostering innovation and long‑term relationships.

Growth Opportunities

• Cross‑selling AI, cloud, cybersecurity, SAP, engineering, and infrastructure services to a combined client base.
• Participation in large‑scale enterprise transformation and digital engineering programmes.
• Expansion of proprietary platforms and industry solutions into new markets.
• Accelerated adoption of Generative AI and Agentic AI solutions.
• Enhanced collaboration with strategic partners such as Microsoft, SAP, ServiceNow, PTC, and leading cybersecurity providers.

Regulatory & Approval Timeline

• The merger is subject to customary statutory, shareholder, and regulatory approvals, including:
  • Competition Commission of India (CCI)
  • Relevant stock exchanges (BSE & NSE)
  • National Company Law Tribunal (NCLT)
• Expected completion within the next 15 months; both entities will continue to operate independently until approvals are obtained.
• Post‑approval, the combined company will be listed on the applicable stock exchanges.

Advisory & Due‑Diligence Team

• Financial Advisor (Happiest Minds & promoters): JM Financial Limited
• Financial Due Diligence: PwC
• Tax Due Diligence: KPMG
• Legal Advisor: Khaitan & Co.
• Valuation Advisors: PwC and Grant Thornton (determined the share‑exchange ratio).

Forward‑Looking Statements & Risk Disclaimer

The press release contains forward‑looking statements regarding the merger, projected revenue, and strategic benefits. These statements are subject to risks and uncertainties, including market conditions, technological changes, regulatory developments, and macro‑economic factors. Happiest Minds does not undertake any obligation to update these statements.

Contact Information

• Media: media@happiestminds.com
• Investor Relations: IR@happiestminds.com

For a detailed investors’ presentation, please refer to the Investor Section of Happiest Minds’ website.