Happiest Minds Technologies and ITC Infotech signed definitive agreements to combine their businesses, creating an AI-focused global technology services company expected to reach approximately $1 billion in annual revenue by fiscal 2028.
The combined organization is expected to have more than 19,000 employees, over 800 customers and operations across more than 30 countries.
As part of the transaction, ITC Infotech will acquire approximately 22.1% of Happiest Minds from promoter entities across two tranches for total consideration of ₹1,330 crore, representing an average price of approximately ₹395 per share.
The merger will then be executed through a share swap under which Happiest Minds shareholders will receive 25 ITC Infotech shares for every 81 Happiest Minds shares.
ITC Limited is expected to own approximately 73.4% of the combined company.
The transaction combines Happiest Minds’ capabilities in AI, digital engineering, cloud, data, analytics and cybersecurity with ITC Infotech’s expertise in enterprise transformation, SAP, Product Lifecycle Management, Industry 4.0 and industry-specific technology services.
On a pro forma basis, the organizations generated approximately ₹7,033 crore in fiscal 2026 revenue. North America is expected to represent roughly 38% of the combined company’s business, with Europe accounting for approximately 31%.
The companies expect closing within approximately 15 months, subject to shareholder, regulatory, stock exchange, Competition Commission of India and National Company Law Tribunal approvals.
JM Financial advised Happiest Minds and its promoters. PwC and KPMG provided financial and tax due diligence, respectively, while Khaitan & Co. served as legal advisor. PwC and Grant Thornton acted as independent valuers.
KEY QUOTES:
“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.”
Ashok Soota, Chairman and Chief Mentor of Happiest Minds Technologies
“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 of ITC Limited and ITC Infotech
