ITC Infotech to merge with Happiest Minds, buy 22% promoter stake for Rs 1,330 Cr

ITC Infotech, a wholly-owned subsidiary of diversified conglomerate ITC Ltd, will merge with Bengaluru-based Happiest Minds Technologies to create an AI-first enterprise with a $1 billion turnover by FY28.

As a precursor to the merger, ITC Infotech will acquire a 22.106% stake from Happiest Minds promoter Ashok Soota and Ashok Soota Medical Research, according to regulatory filings.

Following the stake purchase, Happiest Minds will be amalgamated with and into ITC Infotech.

The combined entity, with a global workforce of over 19,000 professionals, will bring complementary capabilities to deliver a full-stack value proposition for end-to-end solutions spanning build, intelligence, and operations whilst expanding into high-potential verticals including hi-tech, healthcare, and edtech.

The stake purchase will be executed in two tranches. The first tranche involves the acquisition of an 11% stake at Rs 390 per share, followed by an 11.106% stake at Rs 400 per share, according to regulatory filings.

Upon the merger becoming effective, ITC Infotech is proposed to be listed on the BSE and the National Stock Exchange (NSE).

According to the approved share swap ratio, ITC Infotech will allot 25 fully paid-up equity shares of Rs 10 each for every 81 shares of Rs 2 each held by Happiest Minds' shareholders.

The transaction will result in ITC Limited becoming the promoter of the combined entity with a 73.4% stake. Post-merger, the current promoters of Happiest Minds will be reclassified as public shareholders with a 7.6% holding in the combined entity.

Sanjiv Puri, Chairman of ITC Limited and ITC Infotech, said, "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.

"I am particularly encouraged by the shared values, people and customer-centricity that define our organisations. We look forward to the invaluable experience, expertise and dedication of the employees of Happiest Minds as we embark on this exciting new chapter," he said.

According to the filings, the combined entity will become India's 11th largest listed IT services player by revenue, with a combined FY26 revenue of Rs 7,033 crore, with a presence in the USA, Europe, the Middle East, APAC, and India.

Happiest Minds reported a consolidated turnover of Rs 2,315.11 crore for FY26, while ITC Infotech's revenue stood at Rs 4,718 crore.

Furthermore, the board of Happiest Minds has approved the proposed shifting of its registered office from Karnataka to West Bengal, subject to shareholder and regulatory approvals.

The M&A deal counter buzzed earlier this year when Persistent Systems announced it will take over German digital engineering company Nagarro, a move aimed at creating a global AI-led digital engineering powerhouse with $2.9 billion in revenue run-rate, with 46,000 plus employees in more than 40 countries, including about 37,000 in India.