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

Combined entity targets $1 billion annual revenue by FY28

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. (Representative image)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. (Representative image)

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.

Combined strength

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.

Story continues below this ad

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.

Growth ambition

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.

Story continues below this ad

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%.

George Mathew is an Associate Editor with The Indian Express, based in Mumbai. A veteran of financial journalism with nearly three decades of experience, he is one of the country’s most authoritative voices on banking, regulation, and the corporate sector. Expertise & Focus Areas Mathew’s reporting covers the nerve center of India’s economy. His specialized beats include: The Reserve Bank of India (RBI): He has tracked the central bank's policy evolution through the tenures of multiple Governors, offering deep insights into monetary policy, repo rates, and banking regulation. Banking & Insurance: Extensive coverage of public and private sector banks, non-performing assets (NPAs), and key legislative reforms like the Insurance Amendment Bills. Corporate Affairs: Mathew frequently breaks major stories related to India's largest conglomerates, with a specific focus on the Tata Group, documenting boardroom shifts and strategic decisions. Financial Markets: Reporting on the complexities of Foreign Portfolio Investors (FPIs), IPOs, and currency fluctuations. Authoritativeness & Insight With a career dating back to the late 1990s, Mathew possesses a rare institutional memory of India’s financial liberalization and market crises. His work is not limited to daily news; he frequently contributes to the "Explained" section, where he decodes complex financial legislations and market trends for a broader audience. His rigorous reporting has also been featured in scholarly platforms like the Economic and Political Weekly (EPW). Find all stories by George Mathew here ... Read More

 

Advertisement
Loading Recommendations...
Advertisement
Advertisement
Latest Comment
Post Comment
Read Comments