Happiest Minds Applied sciences on Monday stated it has agreed with ITC Infotech India to promote a 22.1% stake held by its promoters for ₹1,329 crore, as the 2 corporations transfer to merge their companies and create a bigger expertise companies firm.
Underneath the share buy settlement, Ashok Soota and Ashok Soota Medical Analysis LLP will promote 33.66 million fairness shares of Happiest Minds, every having a face worth of ₹2, representing 22.106% of the paid-up fairness share capital of the Firm. This can be consummated in two tranches. ITC Infotech will purchase an 11% stake for ₹653 crore at ₹390 a share within the first tranche, adopted by an 11.106% stake for ₹676 crore at ₹400 a share within the second tranche.
The board of Happiest Minds has additionally permitted an amalgamation underneath which the corporate will merge with ITC Infotech. As a part of the share-swap association, shareholders of Happiest Minds will obtain 25 totally paid-up shares of ITC Infotech for each 81 shares held in Happiest Minds.
Mixed entity targets $1 billion income
The proposed merger is predicted to create a expertise companies enterprise with greater than 19,000 workers and over 800 clients, with the businesses concentrating on annual income of $1 billion by FY28. The mixed entity will carry collectively Happiest Minds’ capabilities in AI, digital engineering, cloud, information, analytics and cybersecurity with ITC Infotech’s experience in enterprise transformation, SAP, product lifecycle administration, Business 4.0 and industry-specific expertise companies.
ITC Infotech is a completely owned subsidiary of ITC. Following the merger, ITC will maintain about 73.4% of the mixed firm, whereas Happiest Minds’ present promoters are anticipated to carry about 7.6% and can be reclassified as public shareholders. Happiest Minds’ different public shareholders will maintain the remaining 19%.
The transaction is predicted to be accomplished over the following 15 months and can function independently till the required approvals are obtained. As soon as the merger is accomplished, ITC Infotech’s shares can be listed on the inventory exchanges.
Ashok Soota, Chairman & Chief Mentor, Happiest Minds Applied sciences stated, “I’m delighted that upon the completion of crucial approvals and authorized formalities, Happiest Minds will change into an vital half of a bigger group via its merger with ITC Infotech. The 2 organizations are aligned on our values and shared imaginative and prescient for the longer term. There may be very important complementarity in our enterprise portfolios, which can guarantee synergy. We consider that ITC Infotech is one of the best associate for Happiest Minds to fulfil its future, and we’re happy that our group could have a welcoming new house.”
Monetary profile of the 2 corporations
As per a regulatory submitting by Happiest Minds, as of June 30, 2026, the corporate had consolidated whole property of ₹3,821.86 crore, turnover of ₹628.51 crore and internet value of ₹1,775.50 crore. ITC Infotech India, in the meantime, had consolidated whole property of ₹3,743.94 crore, turnover of ₹1,316.82 crore and internet value of ₹2,315.67 crore as of the identical date.
Sanjiv Puri, Chairman, ITC Restricted & ITC Infotech, stated, “As we speak marks an vital milestone within the journey in direction of Happiest Minds changing into an integral a part of ITC Infotech, topic to receipt of regulatory approvals. The approaching collectively of our complementary strengths, deep area experience and future-ready capabilities will additional improve our means to ship cutting-edge options throughout geographies. I’m notably inspired by the shared values, folks and buyer centricity that outline our organisations. We sit up for the invaluable expertise, experience and dedication of the workers of Happiest Minds as we embark on this thrilling new chapter.”
Deal anticipated to spice up scale and cross-selling
The businesses stated the mix will improve their scale and permit them to pursue bigger enterprise transformation and vendor-consolidation offers, whereas increasing cross-selling alternatives throughout their mixed buyer base. The deal can also be anticipated to strengthen the mixed entity’s presence within the US and in sectors together with banking, monetary companies and insurance coverage, healthcare, hi-tech and edtech.
“This deal is a major consolidation transfer in India’s mid-cap IT area. ITC Infotech buying a 22.1% promoter stake for ₹1,330 crore, adopted by full amalgamation, exhibits real intent to construct scale moderately than take a passive monetary place. The mixed entity targets near $1 billion in income by FY28, mixing ITC Infotech’s AI-led capabilities with Happiest Minds’ energy in digital engineering and cybersecurity. For Happiest Minds shareholders, the share swap and eventual delisting imply a shift from a standalone progress story to using a a lot bigger, better-capitalized platform,” stated Tushar Badjate, Director of Badjate Inventory & shares.
In the meantime, Pareekh Jain, Founder and CEO, EIIR Development, defined that on this setting, mid-tiers are merging to construct scale for 2 causes. With scale, these corporations can bid for bigger offers. The second factor is, the larger the income, the extra funding in AI.
“The ITC Group has been desirous to checklist ITC Infotech for a very long time. This offers them a shortcut. For all these massive company teams, if it’s a must to proceed in IT, it’s a must to develop with the enterprise. The ITC Group bought alternative with the Happiest Minds merger to scale their enterprise and checklist. This is a bonus since Happiest Minds is already listed. They may have acquired different corporations additionally, however they might not have gotten the advantage of itemizing,” he added.
ITC Infotech can also be not into product engineering and software program engineering, whereas Happiest Minds is, giving the previous entry to extra shoppers.
“For Happiest Minds, a small firm has extra challenges for workers and shareholders. Now you get the backing of the ITC Group. Total, Happiest Minds has a greater future with this deal. It is a win-win for each. This development is out there: individuals are combining, consolidating and making ready for the following part,” Jain famous.
Board and registered workplace adjustments
The primary tranche of the promoter stake sale will even give ITC Infotech the correct to appoint one extra non-executive director to the Happiest Minds board upon completion of the transaction.
As a part of the proposed restructuring, Happiest Minds’ board has permitted shifting its registered workplace from Karnataka to West Bengal, topic to shareholder and regulatory approvals.
The proposed merger follows a interval of hypothesis round a possible transaction involving Happiest Minds and ITC Infotech. The mixed enterprise is predicted to have FY26 income of about ₹7,033 crore and an adjusted EBITDA margin of round 18.1%, in line with the businesses’ transaction presentation.
Revealed on August 31, 2026
