Happiest Minds Technologies has announced definitive agreements to merge with ITC Infotech India Limited, bringing together two technology services businesses to create a larger, AI-focused global technology services enterprise. The proposed combination is expected to create a company with more than 19,000 employees, over 800 customers and operations across more than 30 countries, with an ambition to reach US$1 billion in annual revenue by FY28.
As part of the transaction, ITC Infotech will acquire an approximately 22.1% minority stake in Happiest Minds from its promoter and promoter entities for a total consideration of around ₹1,330 crore. The acquisition will be completed in two tranches at an average price of approximately ₹395 per share. Following the stake purchase, the proposed merger will be implemented through a share-swap arrangement.
Under the proposed swap ratio, shareholders of Happiest Minds will receive 25 fully paid-up shares of ITC Infotech for every 81 shares of Happiest Minds held by them. Once the merger is completed, ITC Limited is expected to become the promoter of the combined company with an approximately 73.4% stake. Ashok Soota and his promoter entities are expected to hold around 7.6%, while public shareholders will hold the remaining stake.
The combination brings together complementary technology capabilities from both organisations. Happiest Minds contributes expertise across artificial intelligence, digital engineering, product engineering, cloud, data, analytics and cybersecurity. ITC Infotech, meanwhile, brings capabilities in enterprise transformation, SAP, Product Lifecycle Management (PLM), Industry 4.0, cloud and industry-specific technology solutions. The companies believe the combined portfolio will allow them to compete for larger and more complex digital transformation programmes across global markets.
The proposed entity is expected to start with pro-forma FY26 revenue of approximately ₹7,033 crore and more than 19,000 employees. The businesses will have exposure across sectors including consumer packaged goods, hospitality, manufacturing, education technology, banking and financial services, and healthcare. The combined scale is expected to strengthen the company’s ability to serve large enterprises while expanding its AI-led transformation offerings.
The merger also comes at a time when the Indian IT services industry is undergoing significant changes driven by artificial intelligence. Enterprises are increasingly looking for technology partners that can combine AI and digital capabilities with industry expertise and large-scale transformation services. By combining Happiest Minds’ AI and digital engineering strengths with ITC Infotech’s enterprise relationships and domain capabilities, the companies are positioning the merged business to address this shift.
Happiest Minds Chairman and Chief Mentor Ashok Soota said the two organisations have significant complementarity in their business portfolios and share aligned values and a common vision. ITC Limited Chairman Sanjiv Puri also highlighted the opportunity to combine complementary strengths, deep domain expertise and future-ready capabilities to deliver technology solutions across geographies.
The transaction remains subject to statutory, shareholder and regulatory approvals, including clearances from the Competition Commission of India, relevant stock exchanges and the National Company Law Tribunal. The companies expect the process to take approximately 15 months. Until the required approvals are secured, Happiest Minds and ITC Infotech will continue to operate independently. Once the merger is completed, the combined entity is expected to be listed on the relevant stock exchanges.
The proposed merger marks a significant consolidation in India’s mid-sized IT services sector and gives ITC Infotech a larger platform to compete in the global technology market. With AI, cloud, cybersecurity, digital engineering and enterprise transformation at the core of the combined portfolio, the new entity is targeting substantial scale and a US$1 billion revenue milestone by FY28.
