Ladies and gentlemen, good day and welcome to Happiest Minds Technologies Limited conference call. As a reminder, all participant lines will be in the listen-only mode, and there will be an opportunity for you to ask questions after the presentation concludes. Should you need assistance during the conference call, please signal an operator by pressing star then zero on your touch-tone phone. Please note that this conference is being recorded. I now hand the conference over to Ms. Priyanka Sharma, Head Investor Relations. Thank you, and over to you, Ms. Sharma. Thank you. Good morning, everyone, and welcome to today's special purpose conference call to discuss the proposed combination of Happiest Minds Technologies and ITC Infotech. Before we begin, I would like to acknowledge and thank JM Financial, our sole financial advisor on this transaction, for their support and assistance in facilitating today's call. Joining us today are Mr. Joseph Anantharaju, Co-Chairman and Chief Executive Officer. Mr. Venkatraman Narayanan, Managing Director. Mr. Anand Balakrishnan, Chief Financial Officer. Mr. Praveen Darshankar, Head Legal, Company Secretary, and Compliance Officer. We hope you have had an opportunity to review the stock exchange filings, press release, and investor presentation issued yesterday in relation to the proposed transaction. Before we begin, let me briefly walk you through today's agenda. Venkat will provide an overview of the proposed transaction, including the structure, valuation framework, governance considerations, and the expected path to completion. Joseph will then discuss the strategic rationale for the combination, the complementary strengths of both organizations, and the long-term value creation opportunities for all the stakeholders. Following the management commentary, we will open the floor for questions from you all. Before we proceed, let me quickly read the safe harbor statement. Certain statements made during this call may be forward-looking in nature and reflect management's current expectations. Actual outcomes may differ materially due to various risks and uncertainties. The proposed transaction remains subject to applicable regulatory, shareholder, and statutory approvals, as well as other customary closing conditions. Happiest Minds undertakes no obligation to publicly update any forward-looking statements. With that, I would now like to hand over the call to Mr. Venkatraman Narayanan, our Managing Director, for his remarks. Over to you, Venkat. Thank you. Can you all hear me? Yeah. Yes, we can. Please go ahead. Thank you. Thank you, Priyanka, and good morning, everyone. Yesterday, we announced the proposed combination of Happiest Minds and ITC Infotech. You will find the statutory disclosures, a press release with a lot more details, a presentation covering the entire transaction, and the steps to how it will progress to completion on our website. These have all been filed with the BSE and NSE as well. This transaction between Happiest Minds and ITC Infotech significantly accelerates our vision of becoming a $1 billion revenue company, moving our target, which was for FY 2031, to FY 2028. I should be honest that our possibility of reaching that goal looked difficult earlier now, but it is very well within sight. I know many of you will have questions around the transaction structure, valuation, ownership, path to completion, et c. Let me give you a quick overview of those before Joseph takes you through the strategic rationale and the opportunity we see ahead. As you are all aware, our promoter, Mr. Soota, had expressed his intention to pare down his stake in the company to fund his legacy not-for-profit organization SKAN, and also to capitalize his healthcare venture, Happiest Health. In this regard, he had carried out a couple of block or bulk deals earlier as well. However, the funding needs of these entities have since then grown substantially. In the current transaction, Mr. Soota will divest 22.1% of his total holding of 44.2% holding in the company in two tranches for an aggregate cash consideration of approximately INR 1,330 crore. Tranche one will follow the CCI approval expected to be received in Q3 of this year, and tranche two will follow shareholder approval for the merger of the two companies, which is expected to be in Q1 of FY 2027. Alongside this, the Board has also approved a scheme of merger for the amalgamation of Happiest Minds into ITC Infotech. Under the scheme, Happiest Minds shareholders will receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds they hold. These shares will then get listed on the BSE's NSE through a process established in this regard. Listing is expected in Q2, Q3 of FY 2028. On consummation of the merger, ITC Limited will hold 73.4% of the combined entity, and the public shareholders, including Mr. Soota, will hold the remaining 26.6%. Mr. Soota, with a 7.55% holding in the combined entity, will be the largest individual shareholder. However, will not be a promoter. The relative valuation and the consequence swap ratios were based on reports from independent valuers, PwC and Grant Thornton, and it was also reviewed for fairness and opined on by ICICI Securities. As you will see from slide 14 of the investor presentation. This is the investor presentation that we have put on our website, and I referred to earlier as well. Happiest Minds was valued at 15.1x FY 2026 EBITDA, while ITC Infotech was valued at about 13.6x their FY 2026 EBITDA, reflecting the relative premium that has been attributed to Happiest Minds. The implied market cap from the exercise for us or for Happiest Minds was about INR 6,167 crore for Happiest Minds and about INR 11,920 crore, INR 12,000 crore approximately for ITC Infotech. With the combined entity thus getting valued at about INR 18,087 crore. A key benefit for Happiest Minds shareholders is that they will continue to participate in the future growth and value creation of the combined business, which is hurtling towards a revenue top line of $1 billion by FY 2028 and operating margins of a similar number expected to be around 18.3%+. A few salient points on the transaction are until all regulatory approvals are received, Happiest Minds and ITC Infotech will continue to operate as separate entities in full compliance with law. An integration plan will be developed to ensure smooth transition, and this has been incorporated into the scheme and the multiple discussions that have happened between the parties. We expect the merger to be consummated and completed over the next 15 months. You should again look at the timeline chart that we have put out, which is part of the presentation that we have uploaded. It details out all of these timelines in pretty much great detail. Our immediate priorities are clear. It is to maintain business momentum at Happiest Minds, ensure continuity for all stakeholders and progress through the merger process in a disciplined manner. With that, I have covered the key transaction contours, and I would now hand it over to Joseph, who will walk you through why we believe this combination is strategically compelling and what the combined platform can achieve. Joseph, over to you. Thanks. Thanks, Venkat, and good morning to all of you all for joining us on this call. Venkat has taken you through the transaction structure, valuation, and ownership. Now let me focus on why we believe this combination makes strategic sense and what it enables us to achieve. As all of you all would be observing, the technology service industry is going through a structural shift. AI is becoming central to enterprise technology investment, while clients are increasingly focused on measurable business outcomes and vendor consolidation is accelerating. At the same time, larger transformation programs require broader capabilities and greater execution scale. As we consider the next phase of growth for Happiest Minds, the question was how could we broaden our relevance to clients, accelerate growth, and preserve the innovation-led culture and agility that have differentiated us? We believe that this combination of Happiest Minds and ITC Infotech gives us that opportunity. Happiest Minds has built a differentiated digital-led business with strong capabilities across AI, digital product engineering, cloud data, and cybersecurity. ITC Infotech brings highly complementary strengths in enterprise transformation, SAP, product lifecycle management, Industry 4.0, and industry-specific solutions. Together, we would create a much broader end-to-end proposition from strategy and design through engineering and implementation to modernization, operations, infrastructure management, and security, covering all the IT needs of a typical enterprise. The customer opportunity is equally compelling. Together, we will serve more than 800 customers across industries and geographies. The two client portfolios and service offerings are highly complementary, creating meaningful opportunities for cross-selling and deeper account penetration. We can take Happiest Minds' capabilities in AI, data, digital engineering, and cybersecurity into ITC Infotech's enterprise relationships. At the same time, we can offer ITC Infotech's SAP, PLM, infrastructure, enterprise applications, and transformation capabilities to Happiest Minds customers, especially in retail, CPG, manufacturing, and healthcare space. This expands the opportunity within our existing client base and strengthens our ability to participate in larger, more strategic transformation programs. The combination also gives us meaningful scale. On a FY 2026 pro forma basis, the two businesses generated approximately INR 7,033 crore in revenue. At this scale, the combined organization would rank as the 11th largest IT services company in India by FY 2026 revenue. We will have more than 19,000 professionals, serve over 800 customers, and operate across more than 30 countries, giving us greater talent depth, geographic reach, and delivery capacity. The business will also be more geographically balanced with approximately 38% of combined revenues from the Americas, 31% from Europe, and 31% from the rest of the world. Our industry exposure will span BFSI, CPG, and retail, manufacturing, travel and hospitality, healthcare, high tech, and education, providing greater diversification across sectors and economic cycles. Greater scale also gives us greater capacity to invest. Customers increasingly expect their technology partners to invest ahead of the curve. The combined organization will be better positioned to invest in talent, platforms, innovation, partnerships, and industry solutions, and take these capabilities to customers globally. AI will remain central to our strategy. The market is moving from experimentation towards enterprise-wide deployment of generative AI and agentic AI. Clients need partners who can combine AI talent with strong data, cloud, cybersecurity, and engineering capabilities backed by deep industry context. Together, we will have more than 9,000 AI-trained professionals supported by a growing portfolio of AI accelerators, platforms, and industry solutions. This strengthens our ability to help enterprises move from AI experimentation to AI at scale. Our expanded partner ecosystem, including Microsoft, SAP, ServiceNow, PTC, Google, Amazon, various AI companies, and leading cybersecurity providers, further strengthens our ability to deliver integrated solutions across industries and geographies. Beyond capabilities and scale, we also see strong cultural alignment. Both organizations are customer and people-centric with a shared commitment to innovation and integrity. We believe this alignment will help preserve the entrepreneurial energy and agility that define Happiest Minds while benefiting from the scale of a much larger platform. We also see meaningful opportunities for value creation. On the revenue side, these include cross-selling, deeper penetration of strategic accounts, participation in larger transformation programs, and scaling up platforms and industry solutions across a broader customer base. On the operating side, we see opportunities from better resource deployment, improved utilization, delivery efficiencies, and optimization of the combined operating model. Realizing these opportunities will require disciplined execution, and we will remain measured and focused on clearly defined integration priorities. For our people, the combination creates broader career opportunities through exposure to global enterprises, larger transformation programs, new industries, and an expanded technology ecosystem. Ultimately, this is not about scale for its own sake. It is about increasing our relevance to customers, creating broader opportunities for our people, strengthening our differentiation, and building a stronger foundation for sustainable long-term growth. It also brings us significantly closer to realizing Happiest Minds' long-held $ 1 billion revenue vision while creating a stronger platform for growth beyond that milestone. Until the transaction is completed, both companies will continue to operate independently. In parallel, we will undertake appropriate integration planning subject to applicable regulatory requirements to ensure a smooth transition upon completion. For now, our priorities remain clear: uninterrupted client service, strong business execution, and continuity for our people. We believe this combination represents an important step forward for Happiest Minds and an opportunity to build a stronger, more relevant, and more competitive technology service enterprises for the future. Thank you for your continued support and interest in Happiest Minds. Venkat and I will be happy to take your questions now. Thank you. We will now begin the question- and- answer session. Anyone who wishes to ask a question may press star and one on your touch-tone telephone. If you wish to remove yourself from the question queue, you may press star and two. Participants, I request that you sense actual asking a question. Ladies and gentlemen, we will wait for a moment while the question queue assembles. The first question comes from the line of Aditi Patil with ICICI Securities. Please go ahead. Yeah. Thank you for the opportunity and congratulations to both the teams on the proposed merger. I have three questions. My first question is on leadership continuity. Who will be leading the combined entity as a CEO? What is the plan to ensure continuity of key leadership team across both the organizations during this transition period? Are there any incentive plans in place? On this, the 15-month execution timeline is a longer one. While you mentioned the two entities will operate fully independently, do you expect to explore joint GTM opportunities and certain operational synergies to begin to play out earlier? My second question is on what is our client overlap between the two entities? Okay. Sure. All questions are pointing to Joseph. Sure. Yeah. In terms of the leadership continuity, first of all, I think as Venkat pointed out, both companies' corporate governance and adherence to regulations and the law of the land is extremely high. What we want to do is to, b efore, we've had very limited discussions so far. The intent is that once we get the approval from the Competition Commission, we would start discussions on what the integrated entity would look like and what the structure would look like. So right now, I think what we've committed ourselves to is to ensuring that from a merger standpoint, ensure that we do right by our stakeholders, whether it's the shareholders, customers, and the employees of both companies. Some of the aspects that you talked about in terms of incentives, roles, et c, those would get, Aditi, discussed once we've gotten past the Competition Commission. In terms of, I do agree that 15 months seems like a long period, but there are multiple steps that we would be taking. As Venkat pointed out, you have the Competition Commission, you have shareholder agreement, you have NCLT, and then the merger. So, I think once we've start having more discussions, I definitely see that there would be a lot of focus on how do we do more of cross-selling and leveraging each other's capabilities. As of now, I would say less so on the operational part of it. But I think we need to have both entities merge before we really start realizing any operational leverage. But ensuring that our customers get the full benefit of each other's capability is something that we would like to start discussing and exploring once we've gotten past the approval from the Competition Commission. In terms of client overlap, again, we looked at the large customers, and we've not seen any overlap so far. I'm sure there would be some overlap in some of the smaller and tail customers, which we've not, again, because as I said, we've not gotten to too much of depth or details. But from what we can see as of now, the amount of overlap is quite. At least the large customers, we didn't see anything, and it would be quite limited, therefore, enhancing the ability to cross-sell and realize benefits from the complementary skills that both sides bring to the table. Okay, got it. On the client question, can you share ITC Infotech's client concentration and how much of Fortune 500 clients would fall within top 10 or top 20 accounts for the combined entities? Venkat, do you have that by any chance, Venkat? We have lost the line of Mr. Venkat Narayanan. Do you want to continue answering, or do you want me to connect Mr. Narayanan first? I think we should connect Venkat because he may have the data. Because I have the data for geographic and vertical numbers, Aditi, because from a geographical perspective, we will be 38% in Americas, 31% each in Europe and the rest of the world. In terms of the vertical, we would have CPG and retail as the largest vertical then, which is an area of strength for ITC Infotech at 28%. BFSI would be 20%. Manufacturing and industrial would be at 17%. Travel and hospitality at 12%. Healthcare and EdTech would be around 6%, 7% each. So that is from a vertical perspective. But the client concentration, I do not have that data right now. Though I am sure Venkat may have it. Joseph, it is mentioned. Joseph, this is Anand here. It is mentioned in the ITC PR. They have 50%+ Fortune Global 500 and 16%+ FTSE 100 as clients. Okay, great. Thanks, Anand. Okay. Just one last one. Does ITC Infotech intend to remain unlisted post-merger, or would they plan to acquire more stake in the company and hold it privately? See right now, Aditi, ITC Infotech is a privately held company, right? ITC owns the entire thing. The way the transaction is being structured is that ITC would acquire 22% of Ashok's shareholding of the 44% that he has. Post getting all the approvals from NCLT, we would be delisting Happiest Minds and merging Happiest Minds into ITC Infotech, then list the company after that. In the listed entity, ITC would have around 73%, 73.5%, and the rest would be held by public, including Ashok, because Ashok would not be a promoter anymore once the merger is completed. Ashok would have around 7.5% of the 26 or 26.5% that would be held by the public shareholders. Okay, got it. Okay, fair enough. I will join back in with you. Thank you for answering my questions. Sure. Ladies and gentlemen, the management line has been disconnected. Please be on hold while we quickly get them reconnected. Please give me a moment. Ladies and gentlemen, the management line has been reconnected. Ms. Patil, please go ahead. I think I was done with my question. She is finished her question. Thank you. Yes. A reminder to all the participants that you may press star and one to ask a question. Once again, a reminder to all the participants that you may press star and one to ask a question. Next question comes from the line of Jasmeet Singh, an individual investor. Please go ahead. Hello, very good morning and congrats for the entire transaction, the entire deal. My question specifically with regards to the margins. We do know that Happiest Minds Technologies enjoys a higher margin compared to ITC Infotech. How do you see the margin change going ahead once the merger happens? Firstly, that. Secondly, what will be your margin aim? As I see you are planning to have a combined entity of a margin expansion of 100 basis points, but that is still below Happiest Minds Technologies' average margin. Yeah. Thanks. If I can just take that quickly. This is Venkat, if you can hear me. Our margin percentage, we have given as per the Hello? Yeah. Good. ITC Infotech's margin percentage is about 18.3% EBITDA, and we are talking about 18.1% for the combined entity. This is based on FY 2026 numbers. We did about 17.3%, 2%- 17.3% for the year, and they come in at 18.3%, and that is what we have projected as an average of 18.1% for FY 2026. When the valuation exercise was done, we have got valuations, the projections for both companies done on their individual merits. We have considered how we would have ideally grown as individual companies, and then the consolidated entity has not been modeled for on that basis, but it is an A + B kind of a thing. So 18.3% that you see today is going to be pretty much the stable margin, which should improve given the efficiencies of scale, the size, the overlap, that we will be able to get in terms of synergies and all of that. Got it. There is no margin dilution? No, there is no. It is not. Okay. Yeah. Thank you. The next question comes from the line of Amit Chandra with HDFC Securities. Please go ahead. Yes, sir. Thanks for the opportunity. My first question is, mostly in the presentation, the five year CAGR for ITC Infotech's growth has been around 14% kind of a CAGR number. Just wanted to clarify, this 14% CAGR number, how much of this would be organic, inorganic? Is there any inorganic component in that? Also the post merger target that you have mentioned in terms of 10% synergy benefits and 100 basis points margin expansion, reaching $1 billion, which assumes 15% kind of a CAGR over the next two years. In terms of the execution, what are the steps that we should focus upon in terms of what are the near-term targets in terms of the low-hanging fruits, which you see that is easier to achieve? Post that, what are the cross-sell targets or the long-term objective that you are targeting? Thank you. On the first, if I was right, you were asking about FY 2020, they were INR 2,246 crore, and FY 2026, they are at INR 4,718. How much of it is inorganic? During our financial due diligence, they have not done any transformative deals. It has almost been like a trajectory that we have been following, largely organic. They had two acquisitions, the Blazeclan acquisition, which was to get depth and capabilities in cloud and in cloud-related infra space. Before that, if I remember it right, it was on PTC. I am not going to get into greater detail on that. Largely, most of the growth which is coming based on strong organic traction that they have seen in their 500+ customers that they have on their portfolio. We have also been growing at a similar clip over the last one, two years. Together, going forward, maintain the similar growth trend, is what we are looking to do, which is how the FY 2028 number of $1 billion comes in. Except obviously, if the dollar goes to $100, then you will have to adjust for that. Otherwise, I think largely, it looks to be in line with the plans that I said. Plan A and Plan B, which is ITC Infotech's long-term strategic plan. Ours was also drawn up for five years. If you do a merger, it is an A + B kind of a thing. We should be able to reach the FY 2028 numbers along with decent stable operating margins that I talked about. In terms of the long-term targets, the near term, like low-hanging fruits, in terms of which client type, what proportion of client you think there could be a big cross-sell opportunity. Overlap. Joseph will talk to you. Sure. Yeah. We've not got to details of all the 800 customers so far. That probably will take place a couple of months later. But the top customers, what we've seen is that there's no overlap among the top customers from both sides. There could be one customer or two customers, which is a positive because the potential and the upside from cross-selling is potentially pretty high. That's something that we will start exploring and discussing once we've got the, as I mentioned earlier, the approval from the Competition Commission. But there's very limited, if not nil overlap between customers. Okay. Okay, sir. If you can clarify this 14%-15% growth that you're targeting, that is in INR terms or in dollar terms? Yes, it is in INR terms. That's what I said. Because ITC Infotech has been largely reporting rupee numbers. We have also got our numbers in CC, but converted to rupee and then reached that number divided by 95, 96 to come to the $1 billion number. That's how the quick arithmetic was done. It's something which is being done on that basis. Okay. Final question. Obviously, from the top five clients' perspective of ITC Infotech, which we don't know the concentration, but maybe if it is in the range of 20%-30% also, what are the areas where you see the cross-selling to be the maximum? Is there any kind of a natural synergy that you see that is actually going to flow through, or is it they are totally different, and it will take- Sure. ...its own time for the synergies to come through? There are a few areas where there would be synergies, Amit. If you look at it from an offering and capabilities angle, ITC Infotech is stronger in SAP and enterprise applications, PLM, enterprise transformation, Industry 4.0, and areas like that. Whereas if you look at Happiest Minds, our strengths are more in AI data, cloud, digital, cybersecurity. These are the areas that we are strong in. You can see there is a fair bit of complementarity from that angle, and therefore, we should be able to cross-sell our offerings. For instance, if you look at our CPG customers or our retail and manufacturing, industrial, and even healthcare from a manufacturing perspective, not from healthcare domain. We could take all the offerings that I talked about, whether it is SAP, Oracle, PLM, and other things, and we would be able to take cybersecurity and our AI and data capabilities to ITC Infotech customers. That is on an offering angle. I think together, what we are also seeing is that some of the deals, especially the transformations that are being given out as turnkey deals, you do have a little bit of a better chance if you are a larger entity and because you are able to string together all the capabilities required. I think that is something that both sides would be able to take to customers. We will get synergies out of this from a large deal perspective. Again, if you look at our partner ecosystem, given that we will be a INR 7,000 crore company, I think what we offer to our partners, whether it is Microsoft or ServiceNow or PTC or Amazon, Google, all of these companies, we would become a much more important partner to them. We have good relationships, but I think what we will be able to deliver, both in terms of revenue to the partners as well as help with their implementations would be much more. I see us being able to leverage that better. Then from an AI angle, both sides have been focused on AI. But if you look at ITC, they have got a lot of depth in physical and plant AI, whereas Happiest Minds is more on the digital and data-driven AI and generative AI. So again, there is a fair bit of cross-sell and leverage that we could do from an AI perspective as well. Cool. And sir, one last question. So obviously, in these kind of integrations, obviously we see that there is attrition on the sales team. So maybe in the tech side, there can be integration. But on the sales side, we see that we should have an incentive plan or maybe a clear cut sales incentive plan for the sales people to stay through. But as we are not having a big overlap of clients, maybe that is not a bigger problem. But still, any strategy you have to o n the sales team side, how to keep the sales team for both the companies intact- Sure. ...and for ITC Infotech, what would be the sales strength there? So at a high level, as with the integration and the integration plan, those aspects would be discussed once we get past the Competition Commission stage or phase that had mentioned. But what both sides have committed to is to ensure that, since one of the reasons for moving forward on this transaction was the deep strengths both sides bring to the table in complementary areas, and we don't want to lose any of that, whether it's on the business side or on the delivery side. So one of the commitments we made is to make sure that we retain all of our people, and that way be able to deliver the value to our customers. Some of what you mentioned would be part of the discussions and plan once we sit together and start figuring out what the integrated structure plan and responsibilities would look like. Okay, sir. Thank you and all the best for the transition. Thank you. Sure. Thank you very much. Thank you. Next question comes from the line of Anjali Sinha with Macquarie. Please go ahead. Hello. Sir, can you hear me? Yes, sure. Yeah. I had two questions. One, on the time and material contracts, how would the merged entity be in terms of the mix? Anjali, we have not gone to that level of granularity. Yes, ITC Infotech has been an unlisted company, so we have only at the high level pro forma numbers. We will have those numbers tied down to the last date, similar to how we disclose our financials in time. It should be largely in the range of what we have. Okay. The second question, and maybe you already discussed this and I missed it, but is there any kind of contract the top management has in terms of number of years they have to continue post the merger or any kind of firm commitment? Nothing of that sort. The whole idea has been to bring together the companies, people work together, and there is meeting of minds on that. Now, post the Competition Commission approval, we'll have a plan structured and we'll work together to make that a successful integrated company as we go forward, Anjali. There's no specific contract, nothing. Thank you so much. Thank you. Next question comes from the line of Sushovan with Anand Rathi. Please go ahead. Hi, is my voice audible? Yes. Very clear. Yeah. Hi. Just two questions. One is, how much is the contribution of ITC in the ITC Infotech revenues because its CPG retail contribution is significantly high there, ITC and affiliates. That is one. The second is, if you could just walk us through the process of how the open offer was not triggered in this entire thing. If you could just explain that. I think these were the two questions. Thank you. ITC is not a very significant portion. Yes, the hotels and there is a little bit of related party transaction. If you check on their filed financials, they have given proper disclosure for that, Sushovan. It is a disclosed number. As far as open offer, it triggers only when there is a stake or a control of more than 24%, is what I understand. First is it is 11% at the time of CCI approval and another 11% later. It is only 22%, so it does not trigger the open offer. Followed by the merger. Sure. Thank you. Sure. Thank you. Next question comes from the line of Rajesh Sharma with Patni Financial Advisors. Please go ahead. Hi. Most of the questions already been answered. There are two questions from the employees and the cost synergies. The combined entities will have 19,000 employees. So how you see the duplications? Will this merger impact reduction in employment, lower hiring, or how are you going to see this whole thing about the employee engagement with both the entities together? Second, when I see on the power presentation where implied value at INR 405. So why being is INR 390, INR 395? Thank you. Yeah. I will take the first question, and then I will let Venkat take the question on the valuation. I think we will get some synergies out of the 19,000 employees that we have in terms of better utilization, leveraging capabilities and other things. But as I mentioned earlier, we have not gone down to that level because all the discussions have been at a high level, and we are waiting for the next phase to be completed before we get into more details and start that discussion. Some of the operational synergies will only get realized once the merger takes place. But I think the bigger focus immediately, once we get past the Competition Commission, is to look at how do we really cross-sell and deliver more value to customers and also have impact on the top line and on revenues. So that would be the immediate goal and objective. Venkat, do you want to take the question on the valuation? Yeah. On the price, it was cash, one being the cash price, which is because the first 11% is at INR 390, if you would do the calculation of the total amount divided by number of shares. The second tranche is at INR 400. That is how there is an average price of INR 395 for Ashok. Whereas the INR 405 is the implied valuation or whatever the outcome of a valuation exercise conducted by PwC and Grant Thornton and opined on by ICICI Securities. That is more on the valuation to get to the base value, which is then used as a comparison to the value arrived for ITC Infotech for the share swap. So INR 405 is, I would say, the assessed value. But the transacted value is at about INR 395, which is about INR 10 lesser. Okay. Thanks. Thank you. Yeah. All the best. Thank you. Thank you. A reminder to all the participants that you must press star and one to ask question. Next question comes from the line of Darshita Jain. Please go ahead. Hi, am I audible? Yes, you are. Yes. Yeah. Thank you so much for taking my question. My first question to you is regarding that. Can you give us some more color on the shift towards the AI-led services, and how does ITC Infotech capabilities will complement Happiest Minds' AI and digital portfolio? Post the merger is completed, how much of the AI revenue can we expect to the total revenue, the percentage of AI revenue contribution to the total revenue? Sure. If you look at the capabilities of both companies from an AI perspective, I think if you look at Happiest Minds, our strength is more on the digital part of AI and data, more on the, I would say the software part of it. If you look at ITC Infotech, given their strength in Industry 4.0, PTC and PLM and manufacturing, they bring in a lot of capabilities on the physical and manufacturing and industrial AI. If you put both of these capabilities together, it makes it much more compelling. Both companies have a lot of focus on leveraging AI for productivity, and both of us have our own platforms. We have Rel(AI)Build at Happiest Minds. If you look at ITC Infotech, they have iQStudio and K-Fabrik. So we will be looking at how do we really harmonize both of these and add value to our customers. I think the heartening part is that both companies have acute focus on AI and have made quite a bit of investments in AI. If we can bring both of these together, it will make it that much more attractive to our end customers. Right. But if you can just quantify on the number as to how much contribution can we expect from the AI? I think, again, all of these things, as Venkat pointed out when there was a question on numbers in some other area, I think those are some of the discussions and the depth to which we will go in a couple of months, when we start engaging in a much more granular manner and have increased level of conversations, Darshita. Right, sir. My next question to you is about the beyond the headline $ 1 billion target, what gives us the confidence of the visibility of growth coming in the next two to three years? What parameters can we expect to see the growth on? Is this the order book or the large deal pipeline or the cross-selling opportunities? Where should the investors focus on in the coming two to three years beyond the $1 billion target? Yeah. I think, again, when we talk next, I think we'll have more details that maybe in the January Investor Call, right? Depending on when the Competition Commission approval comes through. But apart from the overall growth and the $1 billion, the headline number, I would say two, three things that I would be looking at. One is, we'll have to develop a cross-sell index and see to what extent we are cross-selling. That becomes very important, right? The second element would be the number of l arge deals that proposals that we would be able to generate based on the broader set of offerings and the conversion as well, if there's been a movement or change in both the pipeline generation and the pipeline conversion. And I think order booking and TCV would be another area that we would be closely looking at to see if there's a significant jump in the value of the TCV and order book. Those are some of the parameters that I would be looking at. But I think we'll probably come up with a more detailed answer in the next few months. Right, sir. Those were my questions. Thank you so much for answering them. Sure. Thank you. Thank you. The next question comes from the line of Ashish Das with Systematix. Please go ahead. Hi. Hope I'm audible. Yeah? Yes. Okay. One thing, even after ITC Infotech acquiring 22.1% stake from the promoter group, what I can see in your presentation is that the promoter of Happiest Minds also holds 17.6% post-merger. Could you just explain what the reason is, and why did he not sell all the stakes, and will it create future selling pressure? In terms of the transaction, the structure was one of where he was looking to get partial liquidity, like I said earlier on the call, so that was met through this 22% sale, and he gets the cash. As for the rest, he is partaking the gains of the future growth with the rest of the Happiest Minds shareholders. That is one reason. The second reason is also, if ITC buys all the shares, then there are some things like minimum public shareholding, which needs to be complied with. As a listed company, 25% has to be with public shareholders, which is why post-acquisition of this 22% and merger, ITC is at 73.6%, and the public shareholders are at about 26.6%, 74:26, and within the MPS requirements, as they say. It is the same reason why the merger is happening of Happiest Minds into ITC Infotech rather than ITC Infotech into Happiest Minds, because of the same merger condition. Second question on the valuation framework. What I can see, Happiest Minds got a multiple of 15.1x in EV/EBITDA, while ITC Infotech got a valuation of 13.6x in FY 2026 EV/EBITDA. What could be the reasons why Happiest Minds got the higher valuation? That is how it has been done by independent valuers via AI led. There is a sort of more of the recency in the kind of business we do, or the growth rates that we have shown in the last five years, different. Being a listed company. There are multiple reasons why you get a premium in the valuation. They have also got value. They have got a very nice list of customers. There are pluses and minuses on both sides. There are comparable market. There are a lot of conditions that they have taken, and finally come to this assessment, Ashish. My last question is on ITC presentation, what I see that the company expects 100 basis points margin expansion post the merger. Right. How that expansion will happen, and what could be the timeline, if you can guide us, that would be helpful. That margin expansion will happen through scale. The scale difference brings in, you are able to defray your SG&A cost over a much larger base. It is actually, ITC Infotech is almost 2.17x larger than us in revenues, so it brings the efficiencies. We work in same geographies, so that will call for, we can consolidate some of the offices, some of the space that is required from where we work. In the same place, we may have two buildings, all of that. There are lots of opportunities which comes with scale, so we will be looking at many of them, and also operating efficiencies. Today they are carrying bench, we are carrying bench. There will be a lot more of ability to come together with how do we deploy people more swiftly, improved turnaround of time on getting people deployed. All of that efficiencies will be there when we look forward. There are a lot of low-hanging possibilities that have been taken while coming into that sort of a thing is what I'm assuming. Okay. Got it. Thank you so much. Sir, I have no more questions. Thank you. Next question comes from the line of Rishi Jhunjhunwala with IIFL. Please go ahead. Yes, sir. Just one question. There seems to be some sort of a right issue by ITC into ITC Infotech, which is going to happen after whatever the valuation has been decided for this merger. Can you explain the dynamic? What exactly is happening there? Yeah, because the shares are going to be purchased by ITC Infotech, so they'll need the money. So ITC will be putting that. They are the 100% shareholders of ITC Infotech, so they'll be subscribing to a rights issue capitalizing Infotech, which will then make this transaction with Mr. Soota. That has been considered. There is no valuation implication because of that. Even if it is there, that has been considered in the ratios. Okay, thank you. Okay. Thank you. Ladies and gentlemen, that was the last question for today. We have reached the end of question and answer session. I would now like to hand the conference over to Ms. Priyanka Sharma for closing comments. Thank you, operator, and thank you everyone for joining us today and for your continued interest and support to Happiest Minds Technologies. We appreciate your engagement and thoughtful questions regarding this significant milestone in our journey. Should you have any further queries, please feel free to reach out to the investor relations handle at ir@happiestminds.com. We would again like to thank JM Financial for facilitating today's call. Thank you all once again, and have a great day ahead. Bye-bye. Thank you. Thank you. Thank you. Thanks so much. Thank you. On behalf of Happiest Minds Technologies Limited, that concludes this conference. Thank you for joining us. You may now disconnect your lines.