Happiest Minds Technologies Limited – Merger Announcement (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, accompanied by a press release announcing a definitive merger agreement with ITC Infotech India Limited. The announcement outlines the strategic rationale, transaction structure, and expected outcomes of the combination.

Key Highlights of the Merger

Transaction Overview

• Objective: Create a scaled, AI‑first global technology services enterprise targeting US$ 1 billion of annual revenue by FY 2028.
• Structure:
  • ITC Infotech will acquire a ~22.1 % minority stake in Happiest Minds from the promoter(s) for ₹1,330 crore (≈₹395 per share).
  • The merger will be effected through a share‑swap: 25 shares of ITC Infotech for every 81 shares of Happiest Minds held by existing shareholders.
  • Post‑transaction, ITC Limited will be the promoter of the merged entity with an estimated ~73.4 % stake.

Scale and Scope of the Combined Entity

• Revenue (pro‑forma FY 2026): Approximately ₹7,033 crores.
• Employees: > 19,000 professionals.
• Customers: > 8,000 across > 301 countries.
• Geographic Presence: Strengthened footprint in North America (~38 %) and Europe (~31 %), alongside existing operations in Bengaluru, Kolkata, Seattle, New Jersey, and London.

Strategic Rationale

Dimension	Expected Benefit
Scale	Ability to compete for larger global transformation programmes.
Capabilities	Integration of AI, digital, cloud, data, cybersecurity (Happiest Minds) with enterprise transformation, SAP, PLM, Industry 4.0 (ITC Infotech).
Industry Diversification	Deep expertise across CPG, Hospitality, Manufacturing, EdTech, BFSI, Healthcare – delivering a resilient revenue mix.
Geographic Reach	Balanced international presence with expanded access to key markets.
Culture	Combined people‑centric, client‑focused culture to drive long‑term growth.

Growth Opportunities

• Cross‑selling of AI, cloud, cybersecurity, SAP, engineering, and infrastructure services to a combined client base of > 8,000 customers.
• 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.
• The combined company will continue to operate independently until all approvals are obtained, after which it will be listed on the applicable exchanges.

Advisory and 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 anticipated US$ 1 billion FY 2028 revenue target, synergies, and strategic benefits. Actual results may differ due to market conditions, technological changes, regulatory developments, and other uncertainties. 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 visit the Investor Section of Happiest Minds’ website.