ITC Infotech to acquire 22.1% stake in Happiest Minds for Rs 1,330 crore; firms to merge

Cigarette-to-hotels conglomerate ITC Ltd said Monday that its wholly owned subsidiary ITC Infotech will acquire Bengaluru-based listed software services firm Happiest Minds Technologies, in a significant consolidation move in India’s IT industry, which is undergoing a reset amid the emergence of artificial intelligence (AI).

ET had first reported on March 20 about ITC Infotech potentially looking to pick a stake in Happiest Minds. On August 29, ET reported details of the proposed transaction, including a merger through a share swap that will effectively result in the backdoor listing of ITC Infotech.

The combined entity, which will have a workforce of more than 19,000 employees, aims to become an AI-first enterprise and target $1 billion in revenue by FY28.


As per a stock exchange filing, in the first phase of the transaction, ITC Infotech will acquire a 22.1% stake in Happiest Minds from founder and promoter Ashok Soota for Rs 1,330 crore across two tranches. This will be followed by a share swap between the two entities. Under the swap, for every 81 shares of Happiest Minds held, shareholders will receive 25 shares of ITC Infotech.

Once the merger is complete, ITC Infotech will be listed on the exchanges through the backdoor route.

ITC Ltd will own a 73.4% stake in the combined entity, while Soota and his promoter entities will hold a 7.6% stake. The remaining 19% will be held by public shareholders.

For the transaction, Happiest Minds is being ascribed an equity value of Rs 6,167 crore, while ITC Infotech has been valued at Rs 11,920 crore, putting the combined valuation of the two companies at more than Rs 18,000 crore.

“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,” ITC and ITC Infotech chairman Sanjiv Puri said in a statement.

Soota, who founded Happiest Minds in 2011, said, “I am delighted that after the completion of legal formalities, Happiest Minds will become an important part of a larger organisation through its amalgamation with ITC Infotech. The two organisations are aligned on our values and shared vision for the future. There is very significant complementarity in our business portfolios which will ensure synergy”.

A combined business

As per an investor presentation by Happiest Minds, 59% of its business comes from the Americas, while the region accounts for 27% of ITC Infotech’s business. Conversely, Europe accounts for 42% of ITC Infotech’s revenue, compared with 8% for Happiest Minds.

The combined company, Happiest Minds said, will bring together its strengths in AI, digital engineering, cloud, data, analytics and cybersecurity with ITC Infotech’s expertise in enterprise transformation, SAP, product lifecycle management (PLM), cloud, Industry 4.0 and industry-specific technology solutions.

It claimed that the transaction will make the merged entity India’s 11th-largest IT services company, with aggregate annual revenue of Rs 7,033 crore in fiscal 2026.

JM Financial acted as exclusive financial advisor to Happiest Minds, while Kotak Investment Banking was the financial advisor to ITC Infotech.

The proposed transaction is subject to statutory, shareholder and regulatory approvals, including those from the Competition Commission of India, the stock exchanges and the National Company Law Tribunal. The companies said they expect the transaction to be completed within the next 15 months and will continue to operate independently until all approvals have been obtained.

On Monday, shares of Happiest Minds ended 0.2% lower at Rs 407.15 on the BSE.