Key Quantitative Figures

  • Acquisition Stake: 3,36,61,700 equity shares representing 22.106% of Happiest Minds' equity share capital on fully diluted basis
  • Acquisition Cost: ₹1,330 crores (cash consideration)
  • Share Swap Ratio: 25 fully paid-up equity shares of ₹10 each of ITC Infotech for every 81 fully paid-up equity shares of ₹2 each held by HMTL shareholders (other than ITC Infotech)
  • Happiest Minds Financials (Consolidated Turnover):
  • FY 2025-26: ₹2,315.11 crores
  • FY 2024-25: ₹2,060.84 crores
  • FY 2023-24: ₹1,624.66 crores
  • ITC Infotech FY26 Performance:
  • IT Services Revenue: ₹4,718 crores
  • PAT: ₹510 crores
  • Combined Entity Scale:
  • Target: $1 billion revenue by FY28 (pro-forma basis)
  • Workforce: Over 19,000 professionals
  • 9000+ AI trained employees

Transaction Structure & Timeline

  • Acquisition Structure: Two tranches - 11.00% and 11.106% respectively
  • Funding: Rights Issue of ₹1,330 crores by ITC Infotech
  • Tranche Pricing:
  • Tranche 1: ₹390 per share
  • Tranche 2: ₹400 per share
  • Implied Values:
  • Happiest Minds: ₹405 per share (₹6,167 crores)
  • ITC Infotech: ₹1,312 per share (₹11,920 crores) pre-rights issue
  • Post-merger Ownership: ITC Limited ~73.4%, Happiest Minds Shareholders ~26.6%
  • Completion Timeline: 3-8 months for acquisition, ~15 months for full amalgamation

Required Approvals

The transaction is subject to approvals from:

  • Competition Commission of India
  • Stock Exchanges (BSE, NSE) / SEBI
  • National Company Law Tribunal
  • Shareholders and creditors
  • Customary anti-trust approvals in overseas jurisdictions if applicable

Strategic Rationale

  • Capability Enhancement: Combines ITC Infotech's AI-led capabilities (Cloud, Data Analytics, PLM, SAP, enterprise transformation) with Happiest Minds' strengths in Digital Product Engineering, Data, Cybersecurity, and specialized AI expertise
  • Geographic Expansion: Significantly enhances presence in US markets (Happiest Minds derives ~60% of FY26 revenue from Americas)
  • Vertical Diversification: Adds BFSI, Healthcare, Hi-Tech and EdTech verticals to ITC Infotech's portfolio
  • Scale Benefits: Creates entity with >$1 billion revenue target, enabling participation in larger transformation-led mandates
  • Synergy Expectations: ~10% revenue synergy with ~100 bps margin expansion; expected to be EPS accretive in first full year of combined operations

Entity Background

Happiest Minds Technologies Limited:

  • Incorporated: 30th March, 2011
  • Business: IT/ITES specializing in digital transformation solutions including cloud computing, analytics, artificial intelligence, and cyber security
  • Listed on: BSE Limited and National Stock Exchange of India Limited
  • Global Presence: India, USA, UK, Canada, Australia, UAE, Netherlands, Germany, Oman, Saudi Arabia, Kenya, Hong Kong, Singapore, Malaysia, Romania, Mexico
  • Employee Strength: 6,500+
  • Client Base: 300+ active clients including 90+ over $1 billion corporations

ITC Infotech India Limited:

  • Wholly owned subsidiary of ITC Limited
  • Employee Strength: 13,000+
  • Client Base: 50+ Fortune Global 500 & 16+ FTSE 100 companies
  • Geographic Presence: Americas, Europe, MEA, APAC (including India)
  • Industries Served: Manufacturing, CPG & Retail, BFSI, Travel & Hospitality

Management Commentary

Sanjiv Puri, Chairman of ITC Limited and ITC Infotech: Emphasized complementary strengths, deep domain expertise, and shared values between organizations.

Ashok Soota, Chairman & Chief Mentor, Happiest Minds Technologies: Expressed delight at becoming part of larger organization with significant business complementarity.

Manas Chakraborty, MD & CEO, ITC Infotech: Highlighted elevation of customer value through integration of capabilities to serve as full stack AI-led transformation partner.

Additional Information

  • Not a related party transaction
  • ITC group companies do not have any interest in HMTL prior to transaction
  • Shares of ITC Infotech proposed to be listed on BSE and NSE post-amalgamation
  • Companies to operate independently until all approvals obtained