Transaction Structure

The merger involves two key components:

  • ITC Infotech will acquire an aggregate minority stake of ~22.1% in Happiest Minds from the Promoter and Promoter entities across two tranches for a total consideration of ₹1,330 crore at an average price of ~₹395 per share
  • The proposed merger will be effected through a share swap where 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

Combined Entity Scale and Metrics

The combined entity will create:

  • US$1 billion annual revenue target by FY28¹
  • ~₹7,033 crore¹ in FY26 revenue
  • 19,000+¹ professionals
  • 800+¹ customers
  • Operations across more than 30¹ countries
  • Geographic revenue mix: North America (~38%¹), Europe (~31%¹)

Strategic Rationale

The combination creates an AI First, Agile Always Platform across five strategic dimensions:

  • Scale: Enhanced ability to compete for larger global transformation programmes
  • 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: More balanced international presence
  • 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 programmes
  • 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

Approval Process and Timeline

The proposed merger is subject to:

  • Customary statutory approvals
  • Shareholder approvals
  • Regulatory approvals including Competition Commission of India, relevant stock exchanges, and National Company Law Tribunal
  • Expected completion timeline: 15 months
  • Companies will continue to operate independently until all approvals obtained
  • Combined company will be listed on relevant stock exchanges post-approval

Management Commentary

  • Ashok Soota, Chairman & Chief Mentor: Expressed delight at the merger, highlighting alignment of values and significant complementarity in business portfolios
  • Sanjiv Puri, Chairman, ITC Limited & ITC Infotech: Called it an important milestone, emphasizing complementary strengths and shared values
  • Joseph Anantharaju, co-chairman & CEO: Highlighted creation of future-ready technology services organization with combined expertise
  • Venkatraman Narayanan, Managing Director: Noted financial strength from ITC Limited and shared culture of integrity

Advisors

  • JM Financial Limited: Exclusive financial advisor to Happiest Minds and its Promoter and Promoter entities
  • PwC: Financial due diligence advisor to Happiest Minds
  • KPMG: Tax due diligence advisor to Happiest Minds
  • Khaitan & Co.: Legal advisor to Happiest Minds
  • Share exchange ratio determined based on recommendations of joint independent valuers PwC and Grant Thornton

Additional Information

Investor presentation available on Happiest Minds' website investor section. The press release contains forward-looking statements subject to risks and uncertainties including market conditions, technological advancements, regulatory developments, and economic environment.