Happiest Minds Technologies uploaded the audio recording of its analyst call held on September 1, 2026, to its corporate website. The disclosure was made pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The company notified both the BSE Limited and the National Stock Exchange of India Limited regarding the upload. The recording is available for investors at the company's designated investor relations page.

Praveen Kumar Darshankar, Company Secretary & Compliance Officer, signed the communication. The filing serves as a regulatory compliance measure for record-keeping purposes.

Happiest Minds Technologies has signed definitive agreements to merge with ITC Infotech India Limited, creating a scaled AI-first global technology services enterprise. The combined entity targets $1 billion in annual revenue by FY28 and expects listing in Q2 or Q3 of FY28.

Approved on August 31, 2026, the deal involves Happiest Minds merging into ITC Infotech by absorption. The transaction is expected to close within 15 months, subject to statutory approvals from the Competition Commission of India, National Company Law Tribunal, shareholders, and relevant stock exchanges.

Merger Structure and Exchange Ratio

Upon effectiveness, Happiest Minds will be dissolved without winding up. Shareholders will receive 25 equity shares of ITC Infotech for every 81 shares held in Happiest Minds. ITC Limited will emerge as the promoter of the merged company with a ~73.4% stake.

The share exchange ratio is based on valuations by PwC Business Consulting Services LLP and GT Valuation Advisors Private Limited. ICICI Securities Limited provided a fairness opinion on the ratio. JM Financial Limited acted as the exclusive financial advisor to Happiest Minds.

Promoter Stake Sale

Promoters Ashok Soota and Ashok Soota Medical Research LLP have executed a share purchase agreement to sell 3,36,61,700 equity shares (~22.1%) to ITC Infotech. The deal is structured in two tranches:

• Tranche 1: 1,67,50,229 shares (11%) at ₹390 per share, totaling ₹653.2 crore.
• Tranche 2: 1,69,11,471 shares (11.106%) at ₹400 per share, totaling ₹676.4 crore.

The total consideration is ₹1,330 crore, averaging ~₹395 per share. Following the first tranche, ITC Infotech may nominate one non-executive director to the Happiest Minds board. The company stated that management control will not be impacted by this secondary sale.

Financial Context and Rationale

As on June 30, 2026, Happiest Minds reported total assets of ₹3,82,186 lakh and turnover of ₹62,851 lakh. ITC Infotech reported total assets of ₹3,74,394 lakh and turnover of ₹1,31,682 lakh for the same period.

Pro-forma financials indicate the combined entity will have approximately ₹7,033 crore in FY26 revenue, more than 19,000 professionals, and serve over 800 customers across more than 30 countries. The geographic mix includes ~38% North America and ~31% Europe.

Strategic Rationale

The proposed combination creates an "AI First, Agile Always Platform" bringing together complementary strengths across five strategic dimensions:

• Scale: A technology services platform with approximately ₹7,033 crore in FY26 revenue and more than 19,000 professionals, enhancing the 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, providing a diversified and resilient revenue mix.
• Geographic Reach: Expanded access to North America (38%) and Europe (31%) while strengthening delivery capabilities globally.
• Culture: Shared client-and people-centric culture with a focus on technology-led transformation.

Revenue and Growth Opportunities

The combined company expects to unlock significant growth opportunities through cross-selling AI, cloud, cybersecurity, SAP, engineering and infrastructure services across a combined client base of more than 800 customers. This includes greater participation in large-scale enterprise transformation and digital engineering programmes, expansion of proprietary platforms into new markets, and accelerated adoption of Generative AI and Agentic AI solutions.

Leadership Comments

Ashok Soota, Chairman & Chief Mentor, Happiest Minds, said the organizations are aligned on values and shared vision, noting significant complementarity in business portfolios. Sanjiv Puri, Chairman, ITC Limited & ITC Infotech, highlighted the coming together of complementary strengths and deep domain expertise. Joseph Anantharaju, co-chairman & CEO, Happiest Minds, stated the merger brings together complementary strengths towards creating a future-ready technology services organization. Venkatraman Narayanan, Managing Director, Happiest Minds, emphasized the transaction reflects a shared commitment to strong corporate governance and financial prudence.

What the Numbers Show

The merger creates a unified platform combining Happiest Minds’ strengths in AI, digital engineering, cloud, data, and cybersecurity with ITC Infotech’s expertise in enterprise transformation, SAP, Product Lifecycle Management (PLM), and Industry 4.0. Notably, Happiest Minds’ outstanding non-convertible debentures will be redeemed by September 26, 2026, meaning no new NCDs will be issued as part of the scheme consideration.

Corporate Actions

The board also approved shifting the registered office from Karnataka to West Bengal, subject to shareholder approval via postal ballot. A merger framework agreement was executed to outline representations, warranties, and regulatory consent requirements. PwC and KPMG served as financial and tax due diligence advisors respectively, while Khaitan & Co. acted as legal advisor.