Happiest Minds Technologies LimitedInformation TechnologyHAPPSTMNDS
Q1 FY27 concall · earnings callHappiest Minds Technologies Limited
Happiest Minds will amalgamate into ITC Infotech with shareholders receiving 25 shares of ITC Infotech for every 81 shares of Happiest Minds they hold, creating a pro-forma approximately INR7,033 crores revenue business targeting USD1 billion revenue by FY28.
Numbers
| Metric | This quarter | Change | Five-quarter trend |
|---|---|---|---|
| Pro-forma FY26 combined revenue | approximately ₹7,033 Cr | — | |
| Combined entity implied valuation | about ₹18,087 Cr | — | |
| Happiest Minds implied valuation at 15.1x FY26 EBITDA | about ₹6,167 Cr | — | |
| ITC Infotech implied valuation at about 13.6x FY26 EBITDA | about ₹11,920 Cr | — | |
| Combined entity FY26 EBITDA margin | 18.1% | — | |
| ITC Infotech FY26 EBITDA margin | about 18.3% | — |
Financials
From filed quarterly results. YoY and QoQ compare each metric on the same accounting basis.
| Quarter | Revenue | Net profit (PAT) | Basic EPS |
|---|---|---|---|
| Q3 FY25 | ₹530.81 Cr+29.5% YoY+1.8% QoQ | ₹50.10 Cr-16% YoY+1.2% QoQ | ₹3.33-16.3% YoY+1.2% QoQ |
| Q2 FY25 | ₹521.64 Cr+28.3% YoY+12.5% QoQ | ₹49.52 Cr-15.3% YoY-3% QoQ | ₹3.29-16.1% YoY-2.9% QoQ |
| Q1 FY25 | ₹463.82 Cr+18.7% YoY+11.2% QoQ | ₹51.03 Cr-12.5% YoY-29.1% QoQ | ₹3.39-16.1% YoY-29.2% QoQ |
| Q4 FY24 | ₹417.29 Cr+10.4% YoY+1.8% QoQ | ₹71.98 Cr+24.8% YoY+20.7% QoQ | ₹4.79+19.5% YoY+20.4% QoQ |
| Q3 FY24 | ₹409.88 Cr+11.7% YoY+0.8% QoQ | ₹59.62 Cr+3.5% YoY+2% QoQ | ₹3.98-1% YoY+1.5% QoQ |
TL;DR
- Board approved scheme for amalgamation of Happiest Minds into ITC Infotech with shareholders to receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds they hold.
- Mr. Soota will divest 22.1% of his total holding of 44.2% in two tranches for aggregate cash consideration of approximately INR1,330 crores.
- On consummation ITC Limited will hold 73.4% and public shareholders including Mr. Soota will hold the remaining 26.6%, with Mr. Soota at 7.55% and no longer a promoter.
- Combined FY26 pro-forma revenue was approximately INR7,033 crores with more than 19,000 professionals, more than 800 customers and operations across more than 30 countries.
- Strategic rationale is complementary capabilities, cross-selling, larger transformation programs and AI scale with more than 9,000 AI-trained professionals.
Said on the call
“This transaction between Happiest Minds and ITC Infotech significantly accelerates our vision of becoming USD1 billion revenue Company, moving our target which was for FY31 to FY28.”
From the Q&A
| Topic | What management said |
|---|---|
| Leadership continuity | Management said detailed leadership, structure, roles and incentive discussions will start after Competition Commission approval, with no specific continuity contracts in place, and both sides committed to retention. |
| Client overlap and cross-sell | Management said there is no overlap among large customers and limited overlap overall, creating cross-sell opportunity, with joint go-to-market to be explored after Competition Commission approval. |
| Margins | Management said there is no margin dilution, with ITC Infotech at about 18.3% and combined at 18.1% on FY26 basis, with expansion expected from scale, SG&A leverage and operating efficiencies. |
| Growth history and target | Management said ITC Infotech growth from INR2,246 crores to INR4,718 crores was largely organic, and the USD1 billion FY28 target is based on INR terms and A plus B plans. |
| Promoter stake and open offer | Management said the 22.1% sale in two tranches does not trigger an open offer and the remaining holding lets Mr. Soota participate in future growth while meeting minimum public shareholding with ITC Limited at 73.4%. |
| Employees and transaction price | Management said operational synergies including utilization and delivery efficiencies will be realized only after merger, while near-term focus is cross-selling; cash price averaging INR395 compares to implied valuation of INR405. |
Guidance
- Reach USD1 billion revenue by FY28 on a combined basis.
- Combined operating margins expected to be around 18.3% plus.
- Complete merger over the next 15 months with listing expected in Q2/Q3 of FY28.
- Continue to operate as separate entities until all regulatory approvals are received.
Source
Summary written from the transcript filed by Happiest Minds Technologies Limited for the call held on 1 Sept 2026; published 8 Sept 2026, 14:30 IST.
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