Happiest Minds Technologies Limited has approved a significant merger with ITC Infotech India Limited, creating a combined entity valued at approximately ₹7,033 crore in FY26 revenue. The transaction involves a share swap, with Happiest Minds shareholders expected to own about 26.6% of the merged business. This strategic move aims to enhance scale, capabilities, and market reach in the IT services sector.
Happiest Minds and ITC Infotech Merge
Happiest Minds Technologies Limited has officially announced the approval of its merger with ITC Infotech India Limited. This significant corporate action, approved by the Board of Directors, is set to create a considerably larger and more diversified IT services platform. The combined entity is projected to achieve a pro forma revenue of approximately ₹7,033 crore by FY26, positioning it as India’s 11th largest IT services player.
Transaction Structure and Valuation
The merger will be executed through a share swap. Happiest Minds shareholders are slated to receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds they hold. Following the completion of the merger, shareholders of ITC Infotech and Happiest Minds are anticipated to collectively own approximately 73.4% and 26.6% of the combined business, respectively. The valuation report, dated August 31, 2026, indicates a per-share price of ₹405 for Happiest Minds.
Strategic Rationale and Synergies
The strategic rationale behind the merger centers on creating a scaled and diversified ‘AI First Agile Always Platform’ with enhanced global competitiveness. Key benefits include greater scale and depth in capabilities, improved ability to compete for larger global mandates, and expanded geographic reach, particularly into European markets. The combined entity will leverage complementary strengths in digital, data & AI, BFSI, healthcare, and manufacturing domains, alongside a broader end-to-end technology offering. Anticipated synergies include cross-selling opportunities and operational efficiencies.
Combined Business Overview
The merged entity will boast a total employee strength of over 19,000+ and a presence across Americas, Europe, MEA, APAC, and India. The combined business is expected to achieve US$1 billion in annual revenue by FY28, driven by opportunities in AI-led transformation. The transaction is subject to various regulatory approvals, including from the Competition Commission of India (CCI), stock exchanges, SEBI, and NCLT, with an indicative timeline of up to 15 months.
Key Approvals and Indicative Timelines
The transaction is contingent upon obtaining necessary approvals from regulatory bodies. The indicative timeline for the overall process spans approximately 15 months, commencing from Board Approval and SPA Execution in August ’26, through various regulatory reviews and meetings in FY27 and FY28, culminating in the listing and trading of new securities of the combined entity in Q2 & Q3 FY28.
Transaction Advisors
For this significant merger, Happiest Minds has engaged a team of advisors. JM Financial is serving as the Exclusive Financial Advisor. PricewaterhouseCoopers (PwC) is acting as the Joint & Independent Valuer, while ICICI Securities is providing the Fairness Opinion. Due Diligence advisors include PwC for Financial DD and Khaitan & Co for Legal DD. Khaitan & Co is also the Legal Advisor, with KPMG providing Tax DD services.
Source: BSE
