ITC Infotech to buy 22% of Happiest Minds, then merge
- ITC Infotech will buy a 22.1% stake in Happiest Minds
- The stake costs about $158 million, or INR1,330 crore
- A 25-for-81 share swap follows, leaving ITC with 73.4%
- The combined firm targets $1 billion in revenue by fiscal 2028
KARNATAKA, INDIA — ITC Infotech has agreed to acquire a 22.1% stake in Happiest Minds Technologies for approximately $158 million (Rs 1,330 crore) and merge the Indian information technology (IT) firm into itself.
The deal would create a combined entity of 19,000-plus employees targeting $1 billion in annual revenue by fiscal year 2028.
A two-step deal targeting $1 billion in revenue
Under the terms, ITC Infotech will purchase 22.1% of Happiest Minds from the promoter group for approximately $158 million (Rs 1,330 crore) and then merge the firm into itself via a share swap, according to a press release from Happiest Minds Technologies.
The 25-for-81 share swap would give ITC Limited a 73.4% post-merger stake, with existing Happiest Minds shareholders retaining 26.6%, pending Competition Commission of India (CCI) and National Company Law Tribunal (NCLT) approval.
“Today marks an important milestone in the journey towards Happiest Minds becoming an integral part of ITC Infotech, subject to receipt of regulatory approvals,” said Sanjiv Puri, Chairman, ITC Limited and ITC Infotech.
Building an AI-first platform across digital services
The merged entity will have approximately $840 million (Rs 7,033 crore) in combined fiscal year 2026 revenue across artificial intelligence (AI), digital engineering, cloud, cybersecurity, SAP, and product lifecycle management (PLM) capabilities.
The combined organization will serve 800-plus customers across 30-plus countries, combining ITC Infotech‘s enterprise client relationships with Happiest Minds’ specialist technology delivery capabilities. Together, the two firms aim to reach $1 billion in annual revenue by fiscal year 2028.
“I am delighted that upon the completion of necessary approvals and legal formalities, Happiest Minds will become an important part of a larger organization through its merger with ITC Infotech,” said Ashok Soota, Chairman and Chief Mentor at Happiest Minds Technologies.
The ITC Infotech-Happiest Minds deal reflects a consolidation pattern in India’s IT sector, where mid-tier technology firms turn to M&A to build the scale needed for large-enterprise contracts.
ITC Infotech’s absorption of a listed firm adds regulatory complexity but delivers a combined outsourcing platform with AI and digital engineering depth across multiple verticals. Among the top outsourcing companies in India, the merged entity positions itself with a clear AI-first mandate and a $1 billion near-term revenue target.
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