• Acquisition and valuation: ITC Infotech is acquiring a 22% promoter stake in Happiest Minds at ₹395 per share in cash, while public shareholders will receive shares via a swap valuing the company at ₹405 per share (a 15.1x EBITDA multiple versus ITC Infotech's 13.6x).
• Open offer exemption: Management clarified that no open offer is required because the reverse merger structure was specifically designed to retain the mandatory minimum 25% public shareholding while giving ITC an approximate 74% controlling stake.
• Revenue target: The combined entity is targeting over $1 billion in revenue by FY28 (within two years), driven by scale for larger deals and complementary capabilities across AI, digital data, cloud, SAP, and PLM.
• Operating margin outlook: On a pro forma consolidated basis, the combined entity is projected to achieve operating margins of approximately 18% to 18.3% based on FY26 business plans, with detailed synergy contributions to be finalized after Competition Commission approval.