Happiest Minds to merge with ITC Infotech; promoters to sell 22.1% stake for Rs 1,330 crore

Happiest Minds Technologies Ltd has signed definitive agreements to combine its business with ITC Infotech India Ltd, creating a scaled, AI-first global technology services enterprise with $1 billion in annual revenue by FY28.

As part of the transaction, ITC Infotech, a subsidiary of ITC Ltd, will acquire an aggregate minority stake of 22.1% in Happiest Minds from the promoter and promoter entities across two tranches for a total consideration of Rs 1,330 crore, at an average price of Rs 395 per share.

Further, the proposed merger will be effected through a share swap, pursuant to which equity shareholders of Happiest Minds will receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds held by them. ITC Ltd will be the promoter of the merged company, with a 73.4% stake.

The new entity will have over 19,000 employees, serve 800 customers and have operations across several countries. The proposed combination brings together two highly complementary organisations with shared values, strong people-centric cultures, and a common vision of helping enterprises accelerate AI-led transformation, Happiest Minds said in an exchange filing.

The combined company will unite Happiest Minds' strengths in AI, digital engineering, cloud, data, analytics and cybersecurity with ITC Infotech's deep expertise in enterprise transformation, SAP, Product Lifecycle Management (PLM), cloud, Industry 4.0 and industry-specific technology solutions, it said.

The companies expect the transaction to be completed over the next 15 months and will continue to operate independently until all approvals have been obtained. The combined company will be listed on the relevant stock exchanges after receipt of all approvals, it said.

Ashok Soota, Chairman and Chief Mentor, Happiest Minds Technologies, said, “There is very significant complementarity in our business portfolios which will ensure synergy. We believe that ITC Infotech is the best partner for Happiest Minds to fulfil its destiny and we are pleased that our team will have a welcoming new home.” “The coming together of our complementary strengths, deep domain expertise and future-ready capabilities will further enhance our ability to deliver cutting-edge solutions across geographies,” Sanjiv Puri, Chairman, ITC Ltd and ITC Infotech, said.

The proposed combination creates a technology services platform with approximately Rs 7,033 crore in FY26 revenue and more than 19,000 professionals, enhancing its ability to compete for larger global transformation programmes.

The combined company will have deep expertise across CPG, hospitality, manufacturing, EdTech, BFSI and healthcare, providing a diversified and resilient revenue mix. It will have a more balanced international presence, with expanded access to North America (38%) and Europe (31%), while strengthening delivery capabilities around the world, it said.

The combined company expects to unlock significant growth opportunities through cross-selling AI, cloud, cybersecurity, SAP, engineering and infrastructure services across a combined client base of more than 800 customers.

Positioned to capture the significant opportunities emerging from AI-led transformation, the combined entity is expected to achieve $1 billion in annual revenue by FY28. With a shared vision of innovation, agility and customer-centricity, the new organisation aims to become a trusted AI-first transformation partner globally, delivering measurable business outcomes while creating enduring value for customers, employees, shareholders and the communities it serves, the statement said.

Happiest Minds has a market capitalisation of Rs 6,200 crore. Its shares closed at Rs 407.15 on the BSE on Monday, down 0.23%.