Happiest Minds Technologies (HAPPSTMNDS) investor relations material

Deal rationale and strategic fit

• The merger creates a scaled, AI-first global technology services platform targeting $1 billion revenue by FY28, combining complementary strengths in digital, AI, cloud, cybersecurity, SAP, and enterprise transformation services.

• The combined entity will serve over 800 customers across 30+ countries, expanding its geographic footprint, especially in Europe, and reducing US market concentration.

• Both organizations share people-centric cultures and a commitment to innovation, aiming to preserve agility while benefiting from greater scale.

• The merger enables access to larger, more complex global mandates and leverages a combined 40+ years of experience.

Financial terms and conditions

• ITC Infotech will acquire a ~22.1% minority stake in Happiest Minds from promoters for INR 1,330 crore at an average price of ₹395/share, in two tranches; tranche one follows CCI approval, tranche two after shareholder approval.

• Happiest Minds shareholders will receive 25 ITC Infotech shares for every 81 shares held; listing of the combined entity is expected in Q2/Q3 FY 2028.

• Post-merger, ITC Limited will hold ~73.4% and public shareholders ~19–26.6% of the combined entity; Happiest Minds promoters will hold ~7.55–7.6%.

• Valuations: Happiest Minds at 15.1x FY26 EBITDA (INR 6,167 crore), ITC Infotech at 13.6x FY26 EBITDA (INR 12,000 crore), combined value INR 18,087 crore.

Synergies and expected cost savings

• Margin expansion of 100 basis points is targeted post-merger, driven by scale efficiencies, SG&A cost leverage, and operational optimization.

• Significant cross-selling and up-selling opportunities exist due to minimal client overlap, especially among top customers.

• Enhanced partner ecosystem and ability to invest in talent, platforms, and innovation are expected to drive further value.

• Accelerated adoption of Generative AI and Agentic AI solutions across industries is anticipated.