ITC Infotech, Happiest Minds Plan Merger Targeting $1 Billion Revenue by FY28
The proposed deal would combine two Indian technology services businesses with more than 19,000 employees, giving ITC a 73.4% stake in the merged company.
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ITC Infotech and Happiest Minds Technologies have signed definitive agreements to merge, creating what the companies say would be India’s 11th-largest listed IT services provider by revenue.
Under the transaction announced on Monday, August 31, ITC Infotech will first acquire about 22.1% of Happiest Minds from its promoter and promoter entities in two tranches. The purchase will cost ₹1,330 crore, or about $140 million, at an average of roughly ₹395 per share, and will be funded through a rights issue by ITC Infotech.
The companies will then merge through a share swap. Happiest Minds shareholders will receive 25 ITC Infotech shares for every 81 shares they hold. ITC Ltd will become the promoter of the combined company with an estimated 73.4% stake, while Happiest Minds shareholders will own the remaining 26.6%. ITC Infotech’s shares would be listed after the merger.
The businesses generated combined pro forma revenue of about ₹7,033 crore, or $740 million, in fiscal 2026. The proposed company would have more than 19,000 employees, over 800 customers and operations in more than 30 countries. Its $1 billion revenue figure is a fiscal 2028 target rather than its current size.
The merger would combine Happiest Minds’ capabilities in AI, digital engineering, data, cloud and cybersecurity with ITC Infotech’s enterprise transformation, SAP, product lifecycle management and Industry 4.0 businesses. The companies expect the greater scale and broader customer base to help them compete for larger technology contracts and create cross-selling opportunities.
The Americas would account for about 38% of combined revenue and Europe 31%, with the remaining 31% coming from other markets, according to the investor presentation.
“There is very significant complementarity in our business portfolios which will ensure synergy,” Happiest Minds Chairman and Chief Mentor Ashok Soota said in the company’s announcement.
ITC Chairman Sanjiv Puri said the companies’ combined domain expertise and technology capabilities would strengthen their ability to serve customers across markets.
The deal comes as Indian IT services companies are seeking more scale and deeper AI capabilities while traditional outsourcing contracts are being reshaped by automation and changing client spending.
The merger requires shareholder and regulatory approvals, including clearance from the Competition Commission of India, stock exchanges, the Securities and Exchange Board of India and the National Company Law Tribunal. The companies expect the process to take up to 15 months and will continue operating separately until completion.
