Happiest Minds Technologies Limited (HAPPSTMNDS)
₹335.90 +0.83% last close, 16 Oct
Latest quarterly results (Q1 FY27)
In its latest reported quarter, Q1 FY27, Happiest Minds' revenue was ₹629 Cr (+14.3% year on year, +4.1% on the previous quarter), and net profit ₹67.6 Cr (+18.3% year on year); the operating margin was 18.7%.
| Q1 FY27 (₹ Cr) | Value | YoY vs Q1 FY26 | QoQ |
|---|---|---|---|
| Revenue | ₹629 | +14.3% | +4.1% |
| Operating profit | ₹118 | +68.2% | +13.1% |
| Net profit | ₹67.6 | +18.3% | +10.8% |
| EPS (₹) | 4.49 | +19.7% | +11.7% |
| Operating margin | 18.7% | — | — |
HAPPSTMNDS delivery percentage
NSE end-of-day data for
On Fri, 16 Oct 2026, 40.96% of the HAPPSTMNDS shares traded on NSE were taken to delivery, against the stock's own 20-session average of 38.63%. That is close to its usual level.
Delivery in the last 5 sessions: 32.3% · 33.3% · 39.0% · 33.6% · 41.0%
A description of what the exchange published, not a recommendation. Names such as "accumulation" or "long buildup" label a pattern in the numbers. How delivery is analysed
📢 Recent Corporate Announcements
Happiest Minds Technologies announced the voting results of its Postal Ballot concluded on October 02, 2026. Shareholders approved a special resolution to shift the company's registered office from the State of Karnataka to the State of West Bengal, along with altering Clause II of its Memorandum of Association. Out of 8,23,72,315 net valid votes polled, 99.63% (8,20,65,083 votes) were in favour and 0.37% (3,07,232 votes) were against. The overall voter turnout represented 54.09% of the company's total paid-up equity capital.
- Special resolution passed with 99.63% votes in favour (8,20,65,083 votes) and 0.37% against (3,07,232 votes)
- Total voter turnout was 54.09% of total paid-up equity capital (8,23,72,315 net valid votes cast)
- Resolution approved shifting the registered office from Karnataka to West Bengal and amending Clause II of MOA
- Promoter group voted 100% in favour across 6,71,94,571 polled shares, while institutional turnout stood at 74.97%
Happiest Minds has approved a merger into ITC Infotech, under which shareholders will receive 25 shares of ITC Infotech for every 81 shares held. The transaction implies an enterprise valuation of ₹6,167 Cr for Happiest Minds (15.1x FY26 EBITDA) and ₹11,920 Cr for ITC Infotech (13.6x FY26 EBITDA), forming an ₹18,087 Cr combined entity. Promoter Ashok Soota will divest 22.1% of his 44.2% stake in two tranches for approximately ₹1,330 Cr, retaining 7.55% as a non-promoter. Upon completion, ITC Limited will own 73.4% and public shareholders will hold 26.6% of the merged entity, targeting $1 billion revenue by FY28.
- Share swap ratio set at 25 shares of ITC Infotech for every 81 shares of Happiest Minds
- Combined entity valued at approximately ₹18,087 Cr, with Happiest Minds implied at ₹6,167 Cr (vs current market cap of ₹5,199 Cr)
- Promoter Ashok Soota divesting 22.1% stake in two tranches for ₹1,330 Cr aggregate cash consideration
- Post-merger, ITC Limited will hold 73.4% and public shareholders will hold 26.6%, meeting minimum public shareholding norms
- Transaction accelerates $1 billion revenue target from FY31 to FY28 with expected 100 bps margin expansion
Happiest Minds Technologies has issued a Postal Ballot notice seeking shareholder approval via special resolution to shift its registered office from Karnataka (Bengaluru) to West Bengal. The remote e-voting window opens on September 03, 2026, and closes on October 02, 2026, with the record/cut-off date set as August 28, 2026. The relocation requires subsequent approval from the Regional Director, South Western Region, Ministry of Corporate Affairs (MCA). Results of the postal ballot will be announced within two working days after e-voting ends.
- Proposed shifting of Registered Office from the State of Karnataka to the State of West Bengal via Special Resolution
- Remote e-voting period begins on September 03, 2026 (9:00 AM IST) and concludes on October 02, 2026 (5:00 PM IST)
- Cut-off date to determine shareholder voting eligibility was August 28, 2026
- Subject to statutory confirmation and approval from the Regional Director, South Western Region, Ministry of Corporate Affairs
Happiest Minds Technologies Limited has informed the exchanges that the audio recording of its Analyst Call held on Tuesday, September 1, 2026, has been uploaded to the company's website. The submission is a routine regulatory compliance step under Regulation 30 of the SEBI Listing Regulations. No new financial results or material corporate transactions were disclosed in the document extract.
- Audio recording of the Analyst Call held on September 1, 2026, uploaded to the company's website
- Intimation submitted under Regulation 30 read with Schedule III of SEBI LODR Regulations
- Recording made publicly accessible to investors via https://www.happiestminds.com/investors
Promoters Ashok Soota and Ashok Soota Medical Research LLP agreed to sell a 22.106% stake (3,36,61,700 shares) in Happiest Minds to ITC Infotech India Limited for ₹1,329.72 Cr across two tranches at ₹390 and ₹400 per share. Concurrently, the Board approved a Scheme of Amalgamation to merge Happiest Minds into ITC Infotech via a share swap of 25 equity shares of ITC Infotech for every 81 equity shares of Happiest Minds. Following the merger, ITC Infotech will be listed on NSE and BSE, and Happiest Minds will be dissolved.
- Promoter stake sale of 22.106% (3,36,61,700 shares) to ITC Infotech for an aggregate consideration of ₹1,329.72 Cr
- Tranche 1 covers 11% at ₹390/share (₹653.26 Cr) and Tranche 2 covers 11.106% at ₹400/share (₹676.46 Cr)
- Amalgamation swap ratio set at 25 equity shares of ITC Infotech (FV ₹10) for every 81 equity shares of Happiest Minds (FV ₹2)
- ITC Infotech shares to be listed on BSE and NSE post-amalgamation
- Outstanding NCDs of Happiest Minds to be redeemed by September 26, 2026
Happiest Minds Technologies has approved a Scheme of Amalgamation to merge into ITC Infotech India Limited. Under the swap ratio, shareholders will receive 25 equity shares of ITC Infotech (face value ₹10) for every 81 equity shares held in Happiest Minds (face value ₹2), with the merged entity to be listed on BSE and NSE. Concurrently, selling promoters (Ashok Soota and Ashok Soota Medical Research LLP) have agreed to sell a 22.106% stake (3,36,61,700 shares) to ITC Infotech for ₹1,329.72 Cr in two tranches priced at ₹390 and ₹400 per share. Happiest Minds will also redeem its outstanding NCDs by September 26, 2026, and shift its registered office to West Bengal.
- Promoters Ashok Soota and LLP to sell 3,36,61,700 shares (22.106% stake) to ITC Infotech for ₹1,329.72 Cr.
- Secondary sale structured in two tranches: 11% at ₹390 per share and 11.106% at ₹400 per share.
- Merger swap ratio fixed at 25 equity shares of ITC Infotech for every 81 equity shares of Happiest Minds.
- Merged entity (ITC Infotech) to be listed on BSE and NSE following receipt of NCLT, CCI, and shareholder approvals.
- Happiest Minds will redeem its outstanding NCDs by September 26, 2026.
Happiest Minds Technologies has approved a Scheme of Amalgamation to merge into ITC Infotech India Limited. Shareholders will receive 25 equity shares of ITC Infotech (face value ₹10) for every 81 equity shares held in Happiest Minds (face value ₹2), after which ITC Infotech will list on BSE and NSE while Happiest Minds will dissolve. Concurrently, promoters Ashok Soota and Ashok Soota Medical Research LLP executed an SPA to sell a 22.106% stake (3.37 crore shares) to ITC Infotech for ₹1,329.72 Cr in two tranches at ₹390 and ₹400 per share. Outstanding NCDs will be redeemed by September 26, 2026, and the registered office is proposed to shift to West Bengal.
- Promoter entities to sell 3,36,61,700 shares (22.106% stake) to ITC Infotech for ₹1,329.72 Cr across two tranches at ₹390 and ₹400 per share
- Share swap ratio fixed at 25 equity shares of ITC Infotech for every 81 equity shares of Happiest Minds
- Merged entity (ITC Infotech) to be listed on NSE and BSE; Happiest Minds will be dissolved upon scheme effectiveness
- Outstanding non-convertible debentures (NCDs) of the company to be fully redeemed by September 26, 2026
Happiest Minds Technologies has scheduled an investor and analyst call on Tuesday, September 01, 2026, at 9:00 a.m. IST prior to market open. The call, hosted by JM Financial, is being held on short notice to discuss a proposed strategic transaction announced on August 31, 2026. Key leadership, including the Co-Chairman & CEO, MD, and CFO, will participate. Specific deal size and terms of the transaction were not disclosed in this intimation.
- Investor/analyst call scheduled for September 01, 2026 at 9:00 a.m. IST ahead of Indian market opening
- Convened to discuss a proposed strategic transaction announced on August 31, 2026
- Call hosted by JM Financial with attendance from Co-Chairman & CEO, MD, and CFO
- Specific financial terms, target entity, and transaction size remain not disclosed in this notice
Happiest Minds Technologies has entered into definitive agreements to merge with ITC Infotech to create a combined IT services player targeting US$ 1 billion in revenue by FY28. As part of the transaction, ITC Infotech will initially acquire a ~22.1% stake from promoter entities for ₹1,330 crore (average price of ~₹395/share), followed by a share swap merger where Happiest Minds shareholders receive 25 shares of ITC Infotech for every 81 shares held. Post-merger, ITC Limited will be the promoter with a ~73.4% stake, and the combined entity (pro-forma FY26 revenue of ₹7,033 crore) will be listed. The deal is slated for completion over the next 15 months subject to regulatory, NCLT, and shareholder approvals.
- Merger share swap ratio set at 25 shares of ITC Infotech for every 81 shares of Happiest Minds held.
- ITC Infotech to acquire a ~22.1% stake from promoter entities across two tranches for ₹1,330 crore (~₹395/share).
- Combined entity boasts pro-forma FY26 revenue of ~₹7,033 crore, 19,000+ employees, and 800+ customers.
- Targeting US$ 1 billion in annual revenue by FY28, with ITC Limited holding ~73.4% as promoter of the merged listed entity.
- Transaction expected to complete over a 15-month timeline, pending CCI, stock exchange, NCLT, and shareholder approvals.
Happiest Minds Technologies has signed definitive agreements to merge with ITC Infotech to create a combined tech enterprise targeting US$ 1 billion in revenue by FY28. As part of the transaction, ITC Infotech will acquire ~22.1% stake from promoters for ₹1,330 crore (~₹395/share), followed by a merger via share swap where Happiest Minds shareholders receive 25 ITC Infotech shares for every 81 shares held. Post-merger, ITC Limited will become the promoter with a ~73.4% stake, and the combined entity will remain listed. The combined pro-forma FY26 revenue stands at ~₹7,033 crore (compared to Happiest Minds' TTM revenue of ₹2,394 crore), with completion expected in 15 months.
- Share swap ratio of 25 equity shares of ITC Infotech for every 81 shares of Happiest Minds.
- Promoters selling ~22.1% stake in Happiest Minds to ITC Infotech for ₹1,330 crore (~₹395/share).
- Combined pro-forma FY26 revenue of ~₹7,033 crore with over 19,000 employees and 800+ clients.
- Targeting US$ 1 billion annualized revenue by FY28, with ITC Limited holding ~73.4% post-merger.
- Transaction expected to close in 15 months subject to CCI, NCLT, and shareholder approvals.
Happiest Minds' Board has approved a merger with ITC Infotech via a share swap ratio of 25 equity shares of ITC Infotech for every 81 shares of Happiest Minds, valuing Happiest Minds at ₹405 per share (equity value ₹6,167 Cr). As part of the transaction, ITC Infotech will acquire a ~22.1% stake from Happiest Minds promoters for ₹1,330 Cr across two tranches at ~₹395/share. The combined entity will become India's 11th largest listed IT services company with pro forma FY26 revenue of ₹7,033 Cr and 19,000+ employees. Post-merger, ITC Limited will hold ~73.4%, Happiest Minds public shareholders ~19.0%, and promoters ~7.6%.
- Share swap ratio set at 25 shares of ITC Infotech for every 81 shares of Happiest Minds held, valuing the company at ₹405 per share
- ITC Infotech to acquire 22.1% stake from promoter group for ₹1,330 Cr across two tranches (~₹395/share)
- Creates a combined IT entity with FY26 pro forma revenue of ₹7,033 Cr (up ~3x from Happiest Minds' FY26 revenue of ₹2,315 Cr)
- Post-merger ownership: ITC Limited to own ~73.4%, Happiest Minds public shareholders ~19.0%, and promoters ~7.6%
- Transaction expected to close in ~15 months subject to CCI, SEBI, stock exchange, and NCLT approvals
Promoters of Happiest Minds Technologies, led by Mr. Ashok Soota, have entered into a share purchase agreement to sell a 22.106% equity stake (3,36,61,700 shares) to ITC Infotech India Limited for ₹1,329.72 Cr across two tranches at ₹390 and ₹400 per share. Concurrently, the Board has approved a Scheme of Amalgamation to merge Happiest Minds into ITC Infotech by absorption. Happiest Minds shareholders will receive 25 equity shares of ITC Infotech (FV ₹10) for every 81 equity shares held (FV ₹2), and ITC Infotech will subsequently list on BSE and NSE. The company will also redeem its outstanding NCDs by September 26, 2026.
- Promoters to divest 22.106% stake (3,36,61,700 shares) to ITC Infotech for ₹1,329.72 Cr.
- Tranche 1 priced at ₹390/share (11.000% stake) and Tranche 2 priced at ₹400/share (11.106% stake).
- Share swap ratio approved at 25 equity shares of ITC Infotech for every 81 equity shares of Happiest Minds.
- Merged entity (ITC Infotech) to be listed on both BSE and NSE post-amalgamation.
- Happiest Minds will redeem its outstanding NCDs by September 26, 2026.
Happiest Minds Technologies has announced a major consolidation transaction wherein promoter Ashok Soota and an affiliate will sell a 22.106% equity stake to ITC Infotech India Limited for ₹1,329.72 Cr across two tranches at ₹390 and ₹400 per share. Concurrently, the Board approved a Scheme of Amalgamation to merge Happiest Minds into ITC Infotech. Under the swap ratio, shareholders will receive 25 equity shares of ITC Infotech for every 81 shares held in Happiest Minds, after which ITC Infotech will be listed on the BSE and NSE.
- Promoter stake sale of 3,36,61,700 shares (22.106%) to ITC Infotech for ₹1,329.72 Cr in two tranches at ₹390 and ₹400 per share
- Merger swap ratio set at 25 equity shares of ITC Infotech (FV ₹10) for every 81 equity shares of Happiest Minds (FV ₹2)
- ITC Infotech to list on BSE and NSE post-effectiveness, while Happiest Minds will stand dissolved without winding up
- Outstanding Non-Convertible Debentures (NCDs) of the company to be fully redeemed by September 26, 2026
- Board approved shifting the registered office from Karnataka to West Bengal via postal ballot
Happiest Minds Technologies responded to an NSE surveillance query regarding media reports claiming ITC Infotech is likely to acquire its promoter's stake. The company clarified that there is currently no information requiring disclosure under Regulation 30 of SEBI Listing Regulations. It emphasized that while it continuously explores strategic opportunities in ordinary course, it cannot comment on market speculation or share price movements.
- Clarified media reports on August 28, 2026, regarding ITC Infotech potentially acquiring the promoter stake.
- Confirmed no reportable event or material disclosure is pending under SEBI Regulation 30.
- Promoter currently holds a 44.21% equity stake in the company (market cap Rs 6,224 Cr).
- Company noted it will make prompt disclosures if and when any reportable transaction materializes.
Happiest Minds Technologies has received the certified true copy of the final order from the NCLT Bengaluru Bench approving the Scheme of Amalgamation of its wholly owned subsidiary, Aureustech Systems Private Limited, into the parent company. The NCLT approved the scheme on August 10, 2026, with an appointed date of April 1, 2026. The company received the certified copy on August 18, 2026. Because Aureustech Systems is a 100% subsidiary, this internal merger involves no share issuance or cash consideration and is intended to streamline group structure and operational efficiencies.
- NCLT Bengaluru Bench approved the Scheme of Amalgamation vide order dated August 10, 2026
- Appointed Date for the merger is fixed as April 1, 2026
- Certified true copy of the NCLT order was received by the company on August 18, 2026
- Involves amalgamation of wholly owned subsidiary Aureustech Systems Private Limited into Happiest Minds Technologies Limited
Financial Performance
Revenue Growth by Segment
In Q2 FY26, Product & Digital Engineering Services (PDES) contributed INR 464.57 Cr (81.1% of revenue), Infrastructure Management & Security Services (IMSS) contributed INR 93.06 Cr (16.2%), and Generative AI Business Services (GBS) contributed INR 15.94 Cr (2.7%). Total revenue grew 14.0% YoY to INR 1,123.47 Cr for H1 FY26.
Geographic Revenue Split
The Americas (primarily USA) is the largest contributor at 70-71.5% of revenue, followed by India at 15%. The remaining revenue is sourced from the UK, Canada, Australia, and other regions across 16 countries.
Profitability Margins
Gross Margin stood at 37.7% in Q2 FY26. Operating Margin was 17.0%, while Net Profit Margin was 9%. Net profit margins have seen a decline from 15% in FY24 to 9% in Q2 FY26 due to increased costs and acquisition-related amortization.
EBITDA Margin
EBITDA margin for Q2 FY26 was 20.2% (INR 120.27 Cr), which is within the management's guided range of 20-22% but represents a decrease from 21.4% in Q1 FY26 and 22.7% in HY25.
Capital Expenditure
The company incurred a significant acquisition cost of INR 712 Cr in H1 FY25. It also raised INR 500 Cr through a QIP in July 2023 and INR 135 Cr via NCDs to fund inorganic growth and facility purchases in Bengaluru.
Credit Rating & Borrowing
The company maintains a 'Superior' liquidity rating from CARE Ratings. Interest Service Coverage Ratio (ISCR) was 3.99x in Q2 FY26, and Debt Service Coverage Ratio (DSCR) was 5.01x. Total debt to total assets stood at 0.38x.
Operational Drivers
Raw Materials
In the IT services context, Human Capital (Employee Benefit Expenses) is the primary 'raw material,' representing approximately 62.3% of total revenue (Cost of Revenue INR 357.38 Cr vs Total Income INR 595.18 Cr in Q2 FY26).
Import Sources
Talent is primarily sourced from India (where the majority of the 6,554 employees are based) and onsite locations in the USA, UK, and Canada.
Key Suppliers
Not applicable in a traditional manufacturing sense; however, the company relies on recruitment partners for campus hiring and global cloud infrastructure providers like AWS, Azure, and Google Cloud for service delivery.
Capacity Expansion
Current capacity is measured by a workforce of 6,554 'Happiest Minds' as of Q2 FY26. The company has 43 offices globally and is expanding its Bengaluru facility to support headcount growth.
Raw Material Costs
Employee costs are the dominant expense. Attrition rate was 14.4% in H1 FY25, up slightly from 13% in FY24, impacting recruitment and training costs which are critical for maintaining the 80.7% utilization rate.
Manufacturing Efficiency
Utilization rate improved to 80.7% in Q2 FY26, the highest in over 3 years. GBS utilization improved sharply from 40.8% to 62%, reflecting better operational leverage.
Logistics & Distribution
Not applicable; services are delivered digitally (93.9% offshore mix) or through onsite consultants (6.1%).
Strategic Growth
Expected Growth Rate
10%+
Growth Strategy
Growth will be driven by a 'Net New' sales unit with a $20M annual run rate, a pipeline of 30 new clients with $50-60M potential, and a focus on Generative AI (GBS unit). Inorganic growth remains a priority, supported by a cash balance of INR 1,475 Cr for acquisitions.
Products & Services
Digital transformation services, Product Engineering, Infrastructure Management, Security Services, and Generative/Agentic AI solutions.
Brand Portfolio
Happiest Minds, SMILES values (Sharing, Mindful, Integrity, Learning, Excellence, Social Responsibility).
New Products/Services
The Generative AI Business Services (GBS) unit, launched in FY24, now contributes 2.7% of revenue and is expected to be a major growth driver over the next 2-3 years.
Market Expansion
Expansion is focused on deepening presence in the USA and Europe, scaling 'Net New' logos into multi-million dollar relationships, and increasing the count of Billion-dollar corporation clients (currently 86).
Market Share & Ranking
Not disclosed, but recognized as an 'Aspirant and Star Performer' in Retail Services and a 'Product Challenger' in AI-driven ADM services by industry analysts like Everest Group and ISG.
Strategic Alliances
The company maintains partnerships with major cloud and platform providers, though specific partner names and JV values are not detailed in the provided documents.
External Factors
Industry Trends
The industry is shifting toward Generative AI and digital infrastructure management. Happiest Minds is positioning itself through its GBS unit to capture long-term revenue from AI integration.
Competitive Landscape
Intense competition from domestic Tier-1 IT firms (TCS, Infosys) and global giants (Accenture, IBM) who have larger cash reserves and deeper client relationships.
Competitive Moat
Moat is built on the multi-decade experience of founder Ashok Soota, a 93% repeat business rate, and a specialized focus on 'Digital Next' technologies rather than legacy systems.
Macro Economic Sensitivity
Highly sensitive to US and European economic cycles; recessionary pressures and cost-cutting in these regions directly impact discretionary IT spending.
Consumer Behavior
Clients are shifting from discretionary spending to 'digital/infrastructure management' as a core necessity, which provides more stable, long-term capital outlay.
Geopolitical Risks
Exposed to changes in US immigration laws and H-1B visa regulations, which can increase denial rates and operational costs for onsite delivery.
Regulatory & Governance
Industry Regulations
Subject to international labor laws, data privacy regulations (GDPR), and US immigration/visa quotas (H-1B).
Environmental Compliance
The company has committed to becoming carbon neutral by 2030; specific annual compliance costs in INR are not disclosed.
Taxation Policy Impact
The effective tax rate for Q2 FY26 was approximately 25.6% (INR 18.64 Cr tax on INR 72.66 Cr PBT).
Legal Contingencies
Not disclosed in the available documents; no specific pending court case values were provided.
Risk Analysis
Key Uncertainties
Forex volatility (85% exposure), talent attrition (14.4%), and the pace of AI disruption are the primary business uncertainties.
Geographic Concentration Risk
High concentration in the USA (71.5% of revenue), making the company vulnerable to US-specific economic downturns or regulatory changes.
Third Party Dependencies
Dependency on specialized talent and third-party software/cloud platforms for service delivery.
Technology Obsolescence Risk
Rapid changes in AI could render traditional ADM services obsolete; the company is mitigating this by pivoting to Agentic and Generative AI.
Credit & Counterparty Risk
DSO (Days Sales Outstanding) stood at 88 days in Q2 FY26, indicating a relatively stable but monitored receivable quality.
