ITC Infotech to Acquire 22.1% Promoter Stake in Happiest Minds Ahead of Merger

Happiest Minds Technologies has entered into an agreement to sell a 22.106% promoter stake to ITC Infotech India for ₹1,329 crore, paving the way for a merger between the two companies under a share-swap arrangement. The transaction is structured to create a larger technology services business.

Under the share purchase agreement, Ashok Soota and Ashok Soota Medical Research LLP will sell 33.66 million equity shares of Happiest Minds at a face value of ₹2 each. The stake sale will occur in two tranches. In the first tranche, ITC Infotech will acquire an 11% stake for ₹653 crore at ₹390 per share. This will be followed by a second tranche acquiring an 11.106% stake for ₹676 crore at ₹400 per share.

The board of Happiest Minds has also approved an amalgamation where the company will merge with ITC Infotech. Shareholders of Happiest Minds will receive 25 fully paid-up shares of ITC Infotech for every 81 shares held. Following the completion of the merger, ITC will hold approximately 73.4% of the combined company. Existing promoters of Happiest Minds are expected to hold about 7.6% and will be reclassified as public shareholders, while other public shareholders will hold the remaining 19%.

The combined entity is expected to bring together 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 services. Together, the companies target annual revenue of $1 billion by FY28, supported by a workforce of more than 19,000 employees and over 800 customers.

According to regulatory filings as of June 30, 2026, Happiest Minds recorded consolidated total assets of ₹3,821.86 crore, a turnover of ₹628.51 crore, and a net worth of ₹1,775.50 crore. ITC Infotech India reported consolidated total assets of ₹3,743.94 crore, a turnover of ₹1,316.82 crore, and a net worth of ₹2,315.67 crore.

The transaction is expected to take up to 15 months to complete, pending required regulatory and shareholder approvals. Until then, both companies will continue to operate independently. Once the merger is finalized, ITC Infotech’s shares are slated to be listed on stock exchanges, and Happiest Minds' registered office will shift from Karnataka to West Bengal, subject to necessary clearances.

"This merger represents a significant consolidation move within the Indian IT services sector, allowing the combined entity to leverage complementary capabilities in digital engineering and enterprise transformation. By securing a majority stake and targeting scale, ITC Infotech is positioning the combined business to pursue larger enterprise deals and enhance investments in emerging technologies like AI. For mid-tier tech firms, building adequate scale is increasingly critical to compete effectively in a rapidly evolving market landscape." — Dr. Shishir Gupta, Founder & CEO, StartupLanes