ITC Infotech to acquire 22 pc stake in Happiest Minds for Rs 1,330 crore

New Delhi, Aug 31 (PTI) ITC Infotech, a wholly-owned subsidiary of diversified conglomerate ITC Ltd, will acquire a 22.1 per cent stake in IT firm Happiest Minds Technologies for about Rs 1,330 crore, as part of a strategic deal to merge the two companies to form an AI-first enterprise with a USD 1 billion turnover by FY28.

The acquisition of 3,36,61,700 equity shares will be made from Happiest Minds’ promoter Ashok Soota and Ashok Soota Medical Research LLP in two tranches, 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.

In the first tranche, ITC Infotech will acquire an 11 per cent stake at Rs 390 per share. The second tranche involves the purchase of an 11.106 per cent stake at Rs 400 per share. The transaction will be funded through a rights issue by ITC Infotech.

The transaction is expected to be completed within the next 15 months, subject to the receipt of regulatory approvals.

“The combined entity will lead to substantially enhanced presence in the US markets as well as in the banking, financial services and insurance vertical… key industry segments such as healthcare, hitech and edutech would also get added to ITCI’s portfolio. By adding marquee clients to ITCI’s customer base, the proposed combination will also unlock significant cross-selling & up-selling opportunities,” the filing said.

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

Post-amalgamation, ITC Limited will hold a 73.4 per cent stake in the merged entity, while Happiest Minds’ shareholders will hold the remaining 26.6 per cent.

“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,” Sanjiv Puri, Chairman of ITC Limited and ITC Infotech, 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 USD 2.9 billion in revenue run-rate, with 46,000 plus employees in more than 40 countries, including about 37,000 in India. PTI ANK HVA