ITC Infotech to Merge with Happiest Minds in ₹1,330 Crore Deal, Creating AI-Focused Tech Giant

ITC Infotech, a wholly owned subsidiary of ITC Ltd, has announced plans to acquire a 22.1% stake in Happiest Minds Technologies from its promoters before merging the two technology businesses. The proposed transaction, announced on August 31, marks a major move by ITC to expand its presence in the technology services industry and build a larger platform focused on artificial intelligence, digital engineering and enterprise technology.

Under the agreement, ITC Infotech will purchase around 22.1% of Happiest Minds for approximately ₹1,330 crore. The stake represents 3.36 crore shares held by founder Ashok Soota and Ashok Soota Medical Research LLP. The purchase will take place in two tranches, with the first 11% stake being acquired at ₹390 per share and the remaining 11.106% at ₹400 per share.

The stake purchase is only the first part of the proposed transaction. ITC Infotech and Happiest Minds will subsequently be combined through a scheme of amalgamation. Under the proposed share-swap arrangement, shareholders of Happiest Minds will receive 25 shares of ITC Infotech for every 81 shares held in Happiest Minds. Following the merger, ITC Ltd is expected to become the promoter of the combined company with an estimated 73.4% stake.

The proposed company is being positioned as an AI-first global technology services business. It will bring together Happiest Minds’ capabilities in artificial intelligence, digital engineering, cloud, data, analytics and cybersecurity with ITC Infotech’s expertise in enterprise transformation, SAP, product lifecycle management, cloud and Industry 4.0 solutions. The combined business is expected to have more than 19,000 employees and serve over 800 customers across more than 30 countries.

ITC and Happiest Minds have set an ambitious financial target for the combined business. The companies expect the new technology enterprise to reach annual revenue of around US$1 billion by FY28, based on pro-forma financials. The merger could therefore give ITC Infotech greater scale at a time when demand for AI-led transformation, cloud services, cybersecurity and digital technology is increasing across global businesses.

The announcement also had an immediate impact on the stock market. ITC shares rose sharply in early trading on September 1, with the stock gaining as much as 5% during the session. Happiest Minds shares, however, moved in the opposite direction and declined after investors assessed the terms of the proposed transaction.

For ITC investors, the deal represents a push beyond its traditional consumer, hotels, paper and agri-business interests into a larger technology play. For Happiest Minds shareholders, the proposed share swap could provide access to a bigger technology platform backed by ITC, although the final outcome will depend on the integration process and regulatory approvals.

The merger is not yet complete. It requires approvals from shareholders, stock exchanges, the Competition Commission of India, the National Company Law Tribunal and other relevant authorities. The companies expect the entire process to take around 15 months. Until the required approvals are received, ITC Infotech and Happiest Minds will continue to operate independently.

The deal is significant for India’s equity market because it combines a large diversified Indian conglomerate with a listed technology company at a time when AI is reshaping the global IT services industry. If completed successfully, the merger could give ITC a stronger technology arm and create a sizeable Indian player competing in the global market for AI and digital services.