ITC Infotech Acquires 22.1% of Happiest Minds for ₹1,330 Cr

ITC Infotech has agreed to acquire a 22.106% stake in Happiest Minds Technologies from its promoter group for approximately ₹1,330 crore. This significant transaction involves founder Ashok Soota and Ashok Soota Medical Research LLP.

The Deal in Numbers

• Stake Acquired: 22.106%
• Total Consideration: Approximately ₹1,330 crore
• Number of Shares: 3,36,61,700 equity shares
• First Tranche: 11% at ₹390 per share, totaling ₹653.25 crore
• Second Tranche: 11.106% at ₹400 per share, amounting to ₹676.47 crore

Following this acquisition, Happiest Minds is slated for amalgamation with ITC Infotech. This merger is contingent on various statutory, shareholder, and regulatory approvals, including those from the Competition Commission of India and stock exchanges. The board of ITC Limited has already endorsed this proposed transaction.

Amalgamation Structure

A proposed share-swap arrangement dictates the terms for Happiest Minds shareholders.

• Happiest Minds shareholders (excluding ITC Infotech) will receive 25 fully paid-up ITC Infotech shares of ₹10 each.
• This exchange is for every 81 Happiest Minds shares of ₹2 each they currently hold.
• Upon completion, ITC Infotech’s shares are expected to be listed on the BSE and NSE.
• The companies anticipate the transaction to be finalized within the next 15 months.

This deal provides ITC Infotech an indirect route to public listing through the merger. Post-merger, ITC Limited will hold approximately 73.4% of the combined entity. Happiest Minds shareholders will own the remaining 26.6%.

Post-Merger Ownership

• ITC Limited: Approximately 73.4% of the combined business.
• Happiest Minds Promoters: Approximately 7.6%, reclassified as public shareholders.
• Existing Public Shareholders: Around 19% of the combined entity.

Sanjiv Puri, Chairman of ITC and ITC Infotech, stated that the combination will leverage complementary strengths. He highlighted domain expertise and technology capabilities to enhance solution delivery across geographies.

Ashok Soota, Chairman and Chief Mentor of Happiest Minds, noted the merger integrates his company into a larger organization. He emphasized significant complementarities in their business portfolios.

Manas Chakraborty, MD & CEO of ITC Infotech, explained the merger’s goal to boost customer value. This involves integrating Happiest Minds’ expertise in digital engineering, data, AI, and cybersecurity with ITC Infotech’s domain knowledge and cloud capabilities.

The combined entity is projected to achieve an annual revenue of roughly ₹7,150 crore. This figure is based on ITC Infotech’s projected FY26 revenue of ₹4,856 crore and Happiest Minds’ FY26 revenue of ₹2,315 crore.

Projected Revenue Landscape

• Combined Annual Revenue: Roughly ₹7,150 crore (over $850 million).
• ITC Infotech FY26 Revenue: ₹4,856 crore.
• Happiest Minds FY26 Revenue: ₹2,315 crore.
• Larger than: Cyient and KPIT Technologies.
• Smaller than: Coforge and Mphasis.

Happiest Minds, founded in 2011 by Ashok Soota, is a digital-native IT services company. Its strong focus on digital services, GenAI, digital engineering, data, and cybersecurity complements ITC Infotech’s existing technology services portfolio.