Happiest Minds Technologies has agreed to sell a 22.1% stake held by its promoters to ITC Infotech India for ₹1,329 crore. The deal is part of a merger plan to create a larger technology services company. The combined entity aims to achieve $1 billion in annual revenue by FY28.
The merger will result in a company with over 19,000 employees, more than 800 customers, and operations in over 30 countries. It comes as technology firms seek greater scale to meet the growing demand for enterprise transformation driven by artificial intelligence.
Combining strengths for a competitive edge
Happiest Minds brings expertise in AI, digital engineering, cloud, data, analytics, and cybersecurity. ITC Infotech contributes strengths in enterprise transformation, SAP, product lifecycle management, and industry-specific solutions.
ITC Infotech will acquire the stake in two tranches at an average price of about ₹395 per share. A share-swap arrangement will follow, with Happiest Minds shareholders receiving 25 shares of ITC Infotech for every 81 shares held. ITC Ltd will become the promoter of the merged company, holding a 73.4% stake.
Revenue projections and strategic goals
The combined company is projected to generate pro-forma FY26 revenue of about ₹7,033 crore. The merger is expected to enhance competitiveness for large global transformation programs and expand services across the combined customer base.
For ITC Infotech, the deal strengthens its AI and digital engineering capabilities while adding cloud, data, and cybersecurity expertise. Happiest Minds gains access to ITC’s scale, financial strength, and enterprise relationships.
The merger reflects a broader industry shift, where scale is critical as enterprises move from isolated AI pilots to larger transformation programs. Combining AI with enterprise applications, engineering, and industry-specific expertise is becoming a key differentiator.
Growth areas and market expansion
The companies see growth opportunities in cross-selling AI, cloud, cybersecurity, SAP, engineering, and infrastructure services. They also plan to expand proprietary platforms and industry solutions into new markets.
Generative AI and agentic AI are expected to drive growth, with plans to increase adoption across industries. The merged entity will serve sectors like consumer packaged goods, hospitality, manufacturing, education technology, banking, and healthcare.
Geographically, the combined company will have a more balanced footprint, with North America and Europe accounting for about 38% and 31% of the business, respectively. Deeper collaboration with technology partners like Microsoft, SAP, and ServiceNow is also planned.
Approvals and future plans
The transaction requires shareholder, statutory, and regulatory approvals, including from the Competition Commission of India and the National Company Law Tribunal. The companies expect the process to take about 15 months and will continue to operate independently until the required approvals are obtained.
For ITC, the deal represents an effort to build a scaled technology services business focused on AI and enterprise transformation. For Happiest Minds, it provides access to a larger platform and greater enterprise reach.
“This transaction reflects a shared commitment to strong corporate governance, financial prudence, and long-term value creation,” said Venkatraman Narayanan, managing director of Happiest Minds.
