Happiest Minds Technologies Limited announced the signing of definitive agreements to combine its business with ITC Infotech India Limited through a merger transaction. The disclosure was made pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The combined entity aims to create a scaled AI First global technology services enterprise targeting US$ 1 billion of annual revenue by FY28. The combined company will have approximately 19,000+ employees, serve 800+ customers, and operate across more than 30 countries.

Transaction Structure

  • ITC Infotech will acquire an aggregate minority stake of ~22.1% in Happiest Minds from the Promoter and Promoter entities across two tranches
  • Total consideration of ₹1,330 Crore at an average price of ~₹395 per share
  • The proposed merger will be effected through a share swap arrangement
  • Equity shareholders of Happiest Minds will receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds held by them
  • Post-merger, ITC Limited will be the promoter of the merged company with a ~73.4% stake

Strategic Rationale

The combination creates an AI First, Agile Always Platform with complementary strengths across five dimensions:

  • Scale: Combined FY26 revenue of approximately ₹7,033 crores with more than 19,000 professionals
  • Capabilities: Integration of ITC Infotech's enterprise transformation, SAP, PLM, Industry 4.0 and cloud expertise with Happiest Minds' AI, digital, cloud, data and cybersecurity capabilities
  • Industry Diversification: Deep expertise across CPG, Hospitality, Manufacturing, EdTech, BFSI, Healthcare
  • Geographic Reach: Balanced international presence with North America (~38%) and Europe (~31%)
  • Culture: Both companies share strong client-and people-centric culture

Growth Opportunities

The combined company expects to unlock growth through:

  • Cross-selling AI, cloud, cybersecurity, SAP, engineering and infrastructure services across combined client base
  • Greater participation in large-scale enterprise transformation programs
  • Expansion of proprietary platforms and industry solutions into new markets
  • Accelerated adoption of Generative AI and Agentic AI solutions
  • Increased collaboration with strategic partners including Microsoft, SAP, ServiceNow, PTC

Regulatory Approvals and Timeline

The proposed merger is subject to customary statutory, shareholder and regulatory approvals including:

  • Competition Commission of India approval
  • Relevant stock exchanges approval
  • National Company Law Tribunal approval
  • The companies expect the transaction to be completed over the next 15 months
  • Companies will continue to operate independently until all approvals are obtained
  • The combined company will be listed on relevant stock exchanges post-approval

Management Commentary

Ashok Soota, Chairman & Chief Mentor of Happiest Minds, expressed delight about the merger, noting alignment of values and significant complementarity in business portfolios. Sanjiv Puri, Chairman of ITC Limited & ITC Infotech, highlighted the milestone and complementary strengths. Joseph Anantharaju, co-chairman & CEO of Happiest Minds, emphasized the combination of expertise across multiple technology domains. Venkatraman Narayanan, Managing Director of Happiest Minds, highlighted the financial strength and shared culture of integrity.

Advisory Roles

JM Financial Limited acted as exclusive financial advisor to Happiest Minds and its Promoter and Promoter entities. PwC and KPMG served as financial and tax due diligence advisors respectively to Happiest Minds. Khaitan & Co. acted as legal advisor to the Company. The share exchange ratio was determined based on recommendations of joint independent valuers, PwC and Grant Thornton.

Additional Information

An investor presentation is available on the Happiest Minds website. The press release contains forward-looking statements subject to risks and uncertainties including changes in market conditions, technological advancements, regulatory developments, and overall economic environment.