ITC Infotech-Happiest Minds Merger to Create $1 Billion AI-First Technology Services Company

The proposed combination is expected to create an AI-first technology services company targeting $1 billion in annual revenue by FY28. ITC Infotech has announced plans to acquire a 22.1% minority stake in Happiest Minds Technologies for ₹1,330 crore, followed by a proposed merger of the two technology services companies. The stake will be purchased from Happiest Minds’ promoter and promoter entities in two tranches at an average price of approximately ₹395 per share. ITC Infotech, a wholly owned subsidiary of ITC Limited, plans to fund the acquisition through a rights issue.

Following the stake acquisition, Happiest Minds is proposed to be amalgamated with ITC Infotech through a share-swap arrangement. Under the proposed structure, Happiest Minds shareholders will receive 25 shares of ITC Infotech for every 81 Happiest Minds shares they hold. ITC Limited is expected to become the promoter of the merged company with an approximately 73.4% stake.  The companies said the combination would create a technology services organisation with more than 19,000 employees, over 800 customers and operations spanning more than 30 countries. On a pro-forma basis, the merged business is targeting annual revenue of $1 billion by FY28.

From a technology portfolio perspective, the transaction brings together Happiest Minds’ capabilities across AI, digital and product engineering, cloud, data analytics and cybersecurity with ITC Infotech’s strengths in enterprise transformation, SAP, Product Lifecycle Management, Industry 4.0 and vertical-specific technology solutions.  The deal also significantly expands the scale and geographic reach of both organisations as enterprises increase investments in AI-led transformation and digital modernisation.

The transaction remains subject to shareholder, statutory and regulatory clearances, including approvals from the Competition Commission of India, stock exchanges and the National Company Law Tribunal. Both companies are expected to continue operating independently until the necessary approvals are completed. The process is currently expected to take around 15 months, after which the combined entity is proposed to be listed on the relevant stock exchanges.